AS FILED WITH THE
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Table of Contents
Table of Contents
As submitted to the Securities and Exchange Commission on October 18, 2013
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION ON APRIL 19, 2000

REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549
------------------------------------
Form

FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------------------

NRG ENERGY, INC.
(ExactEnergy, Inc.
(Exact name of registrantRegistrant as specified in its charter)

DELAWARE 4911 41-1724239
(State
Delaware
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification

incorporation or organization) 4911
(Primary Standard Industrial
Classification Code Number) No.)
41-1724239
(I.R.S. Employer
Identification Number)

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1221 NICOLLET MALL, SUITE 700
MINNEAPOLIS, MINNESOTA 55403
(612) 373-5300
(Address,
211 Carnegie Center, Princeton, NJ 08540
Telephone: (609) 524-4500
(Address, including zip code, and telephone number, including area code, of registrant'sRegistrant's principal executive offices)

JAMES J. BENDER, ESQ.
VICE PRESIDENT, GENERAL COUNSEL AND CORPORATE SECRETARY
NRG ENERGY, INC.
1221 NICOLLET MALL, SUITE 700
MINNEAPOLIS, MINNESOTA 55403
(612) 373-5300
(Name,

Brian Curci
Deputy General Counsel and Corporate Secretary
211 Carnegie Center
Princeton, NJ 08540
Telephone: (609) 524-4500
(Name, address, including zip code, and telephone number, including area code, of agent for service)
------------------------------------
WITH COPIES TO:

RICHARD M. RUSSO, ESQ. STACY J. KANTER, ESQ.
GIBSON, DUNN & CRUTCHER LLP SKADDEN, ARPS, SLATE, MEAGHER & FLOM, LLP
1801 CALIFORNIA STREET, SUITE 4100 FOUR TIMES SQUARE
DENVER, COLORADO 80202 NEW YORK, NEW YORK 10036
303-298-5715 212-735-3000

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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:

Copies to:
Katayun I. Jaffari
Ballard Spahr LLP
1735 Market St., 51^st Floor
Philadelphia, PA 19103
Telephone: (215) 864-8475

Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this Registration Statement becomes effective.Statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. [ ]box: o
If this formForm is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]o
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]o
If this formForm is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

If deliveryo
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the prospectus is expected to be made pursuant to Rule 434, check
the following box. [ ]
------------------------------------
Exchange Act.
Large accelerated filer ý Accelerated filer o Non-accelerated filer o
(Do not check if a
smaller reporting company) Smaller reporting company o
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------
PROPOSED MAXIMUM
TITLE OF EACH CLASS AGGREGATE AMOUNT OF
OF SECURITIES TO BE REGISTERED OFFERING PRICE(1) REGISTRATION FEE
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Common stock................................................ $600,000,000 $158,400
- ------------------------------------------------------------------------------------------------------
Title of Each Class of Securities
to be Registered
Maximum
Aggregate Offering
Price(1)
Amount of
Registration Fee(2)
Common Stock, $0.01 par value $350,000,000 $45,080.00
(1) Estimated solely
The number of the shares distributed under this prospectus will be determined based on a price per share of $27.62, which price was determined in accordance with the Plan Sponsor Agreement, by and among NRG Energy, Inc., Edison Mission Energy and certain of its debtor subsidiaries, the Official Committee of Unsecured Creditors of Edison Mission Energy and its debtor subsidiaries, the PoJo Parties (as defined therein) and the proponent noteholders thereto, based on the volume-weighted average trading price of such shares over the 20 trading days prior to October 18, 2013.

(2)
Solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(o) under the Securities Act.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE
SECURITIES ACT OFAct of 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT SHALL
BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION (THE
"COMMISSION")as amended.
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), ACTING PURSUANT TO SAID SECTION 8(A)may determine.
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EXPLANATORY NOTE
This registration statement is being filed by NRG Energy, Inc., MAY DETERMINE.
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or NRG, in connection with its acquisition of certain of the assets of Edison Mission Energy, or EME. On December 17, 2012, EME and certain of its direct and indirect subsidiaries filed voluntary petitions for relief under chapter 11 of title 11 of the United States Code, or the Bankruptcy Code, in the United States Bankruptcy Court for the Northern District of Illinois, or the Bankruptcy Court. EME was deconsolidated from its parent company, Edison International, or EIX, for financial statement purposes but not for tax purposes as of December 17, 2012. On May 2, THE INFORMATION IN THIS 2013, certain other subsidiaries of EME filed voluntary petitions for relief under the Bankruptcy Code.
On October 18, 2013, NRG and NRG Energy Holdings Inc., a wholly owned subsidiary of NRG, or NRG Holdings, entered into a Plan Sponsor Agreement with EME, certain of EME's debtor subsidiaries, the Official Committee of Unsecured Creditors of EME and its debtor subsidiaries, the PoJo Parties (as defined in the Plan Sponsor Agreement) and certain of EME's noteholders that are signatories to such agreement, or the Plan Sponsor Agreement, which provides for the parties to pursue confirmation by the Bankruptcy Court of a chapter 11 plan of reorganization, or the Plan, that will implement a reorganization of EME and such debtor subsidiaries. Pursuant to the Plan Sponsor Agreement, on October 18, 2013, NRG entered into an Asset Purchase Agreement, or the Purchase Agreement, with EME and NRG Holdings, or the Purchaser, which provides for the acquisition of substantially all of EME's assets, including its equity interests in certain of its direct subsidiaries and thereby such subsidiaries' assets and liabilities, by the Purchaser upon confirmation the Plan by the Bankruptcy Court. On , 2013, the Bankruptcy Court approved the Plan Sponsor Agreement.
On November , 2013, EME and each of its direct and indirect subsidiaries that filed for relief under the Bankruptcy Code filed the Plan and a related chapter 11 disclosure statement with the Bankruptcy Court in connection with the transactions contemplated by the Plan Sponsor Agreement. The Plan was confirmed on , 2014.
Pursuant to the Purchase Agreement, NRG will pay a total purchase price of $2,635 million in exchange for the acquired assets of EME, of which $1,063 million consists of acquired cash. The purchase price is subject to certain adjustments provided in the Purchase Agreement. The Purchase Agreement provides that $350 million of the total purchase price payable by NRG in exchange for the acquired assets of EME will be paid in newly issued, registered shares of NRG's common stock and the remainder will be paid in cash. The price of the shares distributed under this registration statement is $27.62 per share, which price was determined in accordance with the Plan Sponsor Agreement based on the volume-weighted average trading price of such shares over the 20 trading days prior to October 18, 2013. NRG will assume non-recourse debt of approximately $1,545 million, subject to adjustment, of which $273 million is associated with assets designated as Non-Core Assets (as defined in the Purchase Agreement) pursuant to the Purchase Agreement. In order to distribute the shares payable under the Agreement, NRG is hereunder registering the issuance of such shares of NRG's common stock. NRG will not receive any cash proceeds from the issuance of any of the shares of common stock pursuant to this distribution.
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The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting an offer to buy these securities in any state or jurisdiction where the offer or sale is not permitted.
PRELIMINARY PROSPECTUS IS NOT COMPLETE AND MAY BE
CHANGED. THESE SECURITIES MAY NOT BE SOLD UNTIL THE REGISTRATION STATEMENT
FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS
PRELIMINARY PROSPECTUS IS NOT AN OFFER TO SELL NOR DOES IT SEEK AN OFFER TO
BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT
PERMITTED. SUBJECT TO COMPLETION DATED APRIL , 2000.

PROSPECTUS

NRG ENERGY, INC.
COMMON STOCK

[NRG LOGO] $ PER SHARE
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OCTOBER 18, 2013

NRG Energy, Inc. is selling shares
12,671,977 Shares of its common stock. The
underwriters named in this prospectus may purchase up to additionalCommon Stock

We are registering 12,671,977 shares of common stock from usissuable upon the closing of the transactions contemplated by the Asset Purchase Agreement, or the Purchase Agreement, dated October 18, 2013, by and among Edison Mission Energy, or EME, NRG Energy Holdings Inc., a wholly owned subsidiary of NRG, or the Purchaser, and NRG Energy, Inc., or NRG, pursuant to which the Purchaser will acquire substantially all of EME's assets, including its equity interests in certain of its direct subsidiaries and thereby such subsidiaries' assets and liabilities. Pursuant to the Purchase Agreement, as partial consideration for the acquisition of certain assets of EME by the Purchaser, we will issue the shares registered under certain circumstances.

This is an initial public offeringthis prospectus to EME, which will distribute such shares to its unsecured creditors under a chapter 11 plan of common stock. We currently expect the
initial public offering price to be between $ and $ per share.
We will apply to have the common stock listed on the under the
symbol " ."reorganization. The shares of common stock being soldregistered under this prospectus represent an aggregate amount of $350 million of the total consideration paid in the acquisition.
We will have one vote per share. Thenot receive any cash proceeds from the sale of shares registered under this prospectus. We will however acquire substantially all of class Athe assets of EME.
Our common stock held by our parent company, Northern States Power
Company, are identical to shares of common stock except that they have 10 votes
per share. Upon completion of this offering, Northern States Power will control
% ofis listed on the combined voting power ofNew York Stock Exchange under the symbol "NRG."
Investing in our common stock and class A common
stock.

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INVESTING IN THE COMMON STOCK INVOLVES CERTAIN RISKS. SEE "RISK FACTORS"
BEGINNING ON PAGE .

involves risks that are described in the "Risk Factors" section beginning on page 8 of this prospectus.

Neither the Securities and Exchange Commission nor any other state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

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PER SHARE TOTAL
----------- -----------

Public Offering Price $ $
Underwriting Discount $ $
Proceeds to NRG Energy, Inc. (before expenses) $ $

The underwritersdate of this prospectus is October , 2013
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Table of Contents

Page
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS ii
PROSPECTUS SUMMARY 1
RISK FACTORS 8
PLAN OF DISTRIBUTION 25
USE OF PROCEEDS 27
DIVIDEND POLICY 27
PRO FORMA FINANCIAL STATEMENTS 28
DESCRIPTION OF OUR CAPITAL STOCK 35
LEGAL MATTERS 38
EXPERTS 38
INCORPORATION BY REFERENCE 39
WHERE YOU CAN FIND MORE INFORMATION 40
You should rely only on the information contained in, or incorporated by reference in, this prospectus. We have not authorized anyone else to provide you with different or additional information. This prospectus does not offer to sell or solicit any offer to buy any shares of our common stock in any jurisdiction where such is unlawful. You should not assume that the information in this prospectus or in any document incorporated by reference is accurate as of any date other than the date on the front cover of the applicable document.
You should read carefully the entire prospectus, as well as the documents incorporated by reference in the prospectus, before making an investment decision.
Unless the context provides otherwise, references herein to "we," "us," "our," "our company," or "NRG" refer to NRG Energy, Inc., together with its consolidated subsidiaries and references to "Issuer" or "Registrant" refer to NRG Energy, Inc., exclusive of its subsidiaries.
Industry and Market Data
This prospectus includes industry data and forecasts that we obtained from industry publications and surveys, public filings and internal company sources. Industry publications and surveys and forecasts generally state that the information contained therein has been obtained from sources believed to be reliable, but there can be no assurance as to the accuracy or completeness of the included information. Statements as to our market position and market estimates are offeringbased on independent industry publications, government publications, third-party forecasts, management's estimates and assumptions about our markets and our internal research. While we are not aware of any misstatements regarding the sharesmarket, industry or similar data presented herein or incorporated herein by reference, such data involve risks and uncertainties and are subject to change based on various conditions. The
underwriters expectfactors, including those discussed under the headings "Special Note Regarding Forward-Looking Statements" and "Risk Factors" in this prospectus.
Trademarks and Trade Names
We own or have rights to delivervarious trademarks, service marks and trade names that we use in connection with the sharesoperation of our business. This prospectus may also contain trademarks, service marks and trade names of third parties, which are the property of their respective owners. Our use or display of third parties' trademarks, service marks, trade names or products in this prospectus is not intended to, purchasers onand should not be read to, imply a relationship with or about ,
2000.

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SALOMON SMITH BARNEY

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CREDIT SUISSE FIRST BOSTON

ABN AMRO ROTHSCHILD
A DIVISION OF ABN AMRO
INCORPORATED
BANC OF AMERICA SECURITIES LLC

GOLDMAN, SACHS & CO.

LEHMAN BROTHERS

MERRILL LYNCH & CO.

MORGAN STANLEY DEAN WITTER
, 2000
3

INSIDE FRONT COVER PAGE -- DESCRIPTION OF ARTWORK

NRG logo appears atendorsement or sponsorship of us. Solely for convenience, the top centertrademarks, service marks and trade names referred to in this prospectus may appear without the ®, TM or SM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the right of the page.

Underneathapplicable licensor to these trademarks, service marks and trade names.
i
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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus, including the NRG logo, textinformation incorporated into this prospectus by reference, contains "forward-looking statements," which involve risks and uncertainties. All statements, other than statements of historical facts, that are included in or incorporated by reference into this prospectus, or made in presentations, in response to questions or otherwise, that address activities, events or developments that we expect or anticipate to occur in the centerfuture, including such matters as projections, capital allocation, future capital expenditures, business strategy, competitive strengths, goals, future acquisitions or dispositions, development or operation of power generation assets, market and industry developments and the growth of our business and operations (often, but not always, through the use of words or phrases such as "will likely result," "are expected to," "will continue," "is anticipated," "estimated," "projection," "target," "goal," "objective" and "outlook"), are forward-looking statements. Although we believe that in making any such forward-looking statement our expectations are based on reasonable assumptions, any such forward-looking statement involves uncertainties and is qualified in its entirety by reference to the discussion of risk factors under "Risk Factors" contained elsewhere in this prospectus and in the section captioned "Risk Factors Related to NRG Energy, Inc." of our Annual Report on Form 10-K for the fiscal year ended December 31, 2012, or our 2012 Form 10-K, which is incorporated into this prospectus by reference, and the following important factors, among others, that could cause our actual results to differ materially from those projected in such forward-looking statements:
•
General economic conditions, changes in the wholesale power markets and fluctuations in the cost of fuel;

•
Volatile power supply costs and demand for power;

•
Hazards customary to the power production industry and power generation operations such as fuel and electricity price volatility, unusual weather conditions, catastrophic weather-related or other damage to facilities, unscheduled generation outages, maintenance or repairs, unanticipated changes to fuel supply costs or availability due to higher demand, shortages, transportation problems or other developments, environmental incidents, or electric transmission or gas pipeline system constraints and the possibility that we may not have adequate insurance to cover losses as a result of such hazards;

•
The effectiveness of our risk management policies and procedures, and the ability of our counterparties to satisfy their financial commitments;

•
Counterparties' collateral demands and other factors affecting our liquidity position and financial condition;

•
Our ability to operate our businesses efficiently, manage capital expenditures and costs tightly, and generate earnings and cash flows from our asset-based businesses in relation to our debt and other obligations;

•
Our ability to enter into contracts to sell power and procure fuel on acceptable terms and prices;

•
The liquidity and competitiveness of wholesale markets for energy commodities;

•
Government regulation, including compliance with regulatory requirements and changes in market rules, rates, tariffs and environmental laws and increased regulation of carbon dioxide and other greenhouse gas emissions;

•
Price mitigation strategies and other market structures employed by independent system operators or regional transmission organizations that result in a failure to adequately compensate our generation units for all of their costs;
ii
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•
Our ability to borrow additional funds and access capital markets, as well as our substantial indebtedness and the possibility that we may incur additional indebtedness going forward;

•
Our ability to receive federal loan guarantees or cash grants to support development projects;

•
Operating and financial restrictions placed on us and our subsidiaries that are contained in the indentures governing our outstanding notes, in our senior credit facility, and in debt and other agreements of certain of our subsidiaries and project affiliates generally;

•
Our ability to implement our strategy of developing and building new power generation facilities, including new solar projects;

•
Our ability to implement our econrg strategy of finding ways to address environmental challenges while taking advantage of business opportunities;

•
Our ability to implement our FORNRG strategy to increase cash from operations through operational and commercial initiatives, corporate efficiencies, asset strategy, and a range of other programs throughout our company to reduce costs or generate revenues;

•
Our ability to achieve our strategy of regularly returning capital to shareholders;

•
Our ability to maintain retail market share;

•
Our ability to successfully evaluate investments in new business and growth initiatives;

•
Our ability to successfully integrate and manage any acquired businesses; and

•
Our ability to develop and maintain successful partnership relationships.
Any forward-looking statement speaks only as of the page reads: "Wedate on which it is made, and except as may be required by applicable law, we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which it is made or to reflect the occurrence of unanticipated events. New factors emerge from time to time, and it is not possible for us to predict all of them; nor can we assess the impact of each such factor or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statement. You should not unduly rely on such forward-looking statements.
iii
Table of Contents

PROSPECTUS SUMMARY
The following summary highlights information contained elsewhere in this prospectus or incorporated by reference into this prospectus. It does not contain all the information you need to consider in making your investment decision. Before making an investment decision, you should read this entire prospectus carefully, including the information set forth in the section entitled "Risk Factors" and all of the information that is incorporated by reference into this prospectus. See the section entitled "Incorporation by Reference".
Unless the context provides otherwise, references herein to "we," "us," "our," "our company," "the Company," or "NRG" refer to NRG Energy, Inc., together with its consolidated subsidiaries and references to "Issuer" or "Registrant" refer to NRG Energy, Inc., exclusive of its subsidiaries.
Our Business
We are a leading globalcompetitive power and energy company that aspires to be a leader in the way the industry and consumers think about, use, produce and deliver energy and energy services in major competitive power markets in the United States. First, at our core, we are a wholesale power generator engaged in the acquisition, development, ownership and operation of power generation facilities."

Atfacilities; the bottom centertrading of energy, capacity and related products; and the page istransacting in and trading of fuel and transportation services. Second, while leveraging our core wholesale power business, we are a bar chart depicting megawatt growth
between the years 1996 and 2000.

INSIDE COVER GATEFOLD -- DESCRIPTION OF ARTWORK

In the center of the page appears a map of the United States with the location
of our facilities noted on the map.

To the left of the United States map appears the following list of project names
and locations: "El Segundo Power", "Encina", "Long Beach Generating", "Crockett
Cogeneration", "San Diego Turbines", Artesia (California Cogen)", "Mt. Poso", "
"San Joaquin Valley Energy" and "Jackson Valley Energy."

Underneath the United States Map appears the following list of project names and
locations: "South Central Region", "Louisiana Generating", "Rocky Road", "Morris
Cogen", "Cogen America Pryor" and "Power Smith Cogeneration."

To the right of the United States map appears the following list of project
names and locations: "Oswego", "Middletown", "Arthur Kill", "Huntley", "Astoria
Gas Turbines", "Dunkirk", "Montville", "Devon", "Norwalk", "Somerset Power",
"Connecticut Remote Jets", "Kingston Cogeneration", "Parlin Cogen", "Cadillac",
"Grays Ferry Cogen", "Newark Cogen", "Penobscot Energy Recovery", "Curtis-Palmer
Hydroelectric", "Philadelphia Cogen", "Maine Energy Recovery" and "Turners
Falls."

At the bottom left corner of the page appears a map of Australia with the
location of our facilities noted on the map.

To the left of the Australia map appears the following list of project names and
locations: "Gladstone Power Station", "Loy Yang Power A" and "Collinsville."

At the bottom right of the page appears a map of Europe with the location of
our facilities noted on the map.

To the left of the Europe map appears the following list of project names and
locations: "Killingholme", "Schkopau", "ECK Generating", "Enfield Energy
Centre", "MIBRAG" and "Energy Center Kladno."
4

YOU SHOULD RELY ONLY ON INFORMATION CONTAINED IN THIS PROSPECTUS. NRG
ENERGY, INC. HAS NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH DIFFERENT
INFORMATION. NRG ENERGY, INC. IS NOT MAKING AN OFFER OF THESE SECURITIES IN ANY
STATE WHERE THE OFFER IS NOT PERMITTED. YOU SHOULD NOT ASSUME THAT THE
INFORMATION PROVIDED BY THIS PROSPECTUS IS ACCURATE AS OF ANY DATE OTHER THAN
THE DATE ON THE FRONT OF THIS PROSPECTUS.

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PAGE
----

Summary..................................................... 1
Risk Factors................................................ 7
Use of Proceeds............................................. 17
Dividend Policy............................................. 17
Capitalization.............................................. 18
Selected Consolidated Financial and Other Data.............. 19
Management's Discussion and Analysis of Financial Condition
and Results of Operations................................. 21
Business.................................................... 29
Management.................................................. 63
Ownership of Capital Stock.................................. 72
Relationships and Related Transactions...................... 73
Description of Capital Stock................................ 75
Description of Indebtedness................................. 79
Shares Eligible for Future Sale............................. 84
Material United States Tax Consequences to Non-United States
Holders................................................... 85
Underwriting................................................ 87
Legal Matters............................................... 89
Experts..................................................... 89
Available Information....................................... 89
Index to Financial Statements............................... F-1
5

SUMMARY

The following summary is qualified in its entirety by, and should be read
together with, the more detailed financial and other information included in
this prospectus. All of the following information reflects a :1 split
of our common stock, to be effective immediately prior to this offering, and
assumes that the underwriters have not exercised their option to purchase an
additional shares of common stock within 30 days of the date of this
prospectus. Before you invest in our common stock, you should consider carefully
the information contained in the section entitled "Risk Factors," beginning on
page .

NRG ENERGY, INC.

NRG Energy, Inc. is a leading globalretail energy company primarily engaged in the acquisition, development, ownershipsupply of energy, services, and operationinnovative, sustainable products to retail customers in competitive markets through multiple channels and brands like Reliant Energy, Green Mountain Energy, and NRG Residential Solutions. Finally, we are a clean energy leader and are focused on the deployment and commercialization of potentially disruptive technologies, like electric vehicles, solar power produced for customers on site, or distributed solar projects, and smart meter technology, which have the potential to change the nature of the power supply industry.
The following table summarizes our global generation portfolio as of June 30, 2013, by operating segment, which includes 86 fossil fuel plants, eight solar power facilities connected to the grid to sell wholesale power, or utility scale solar, facilities, and four wind farms, as well as distributed solar facilities. Also included is one utility scale solar facility and additional distributed solar facilities currently under construction, and two utility scale facilities and one natural gas plant partially in-service. All utility scale and distributed solar facilities are described as in megawatts, or MW, on an alternating current basis. MW figures provided represent nominal summer net megawatt capacity of power generated as adjusted for our ownership position excluding capacity from inactive/mothballed units:

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Fossil Fuel, Nuclear and Renewable
(in MW)
Generation Type Texas East South
Central West Alternative
Energy NRG
Yield(a) Total
Domestic Other
(International) Total
Global
Natural Gas 5,539 7,651 3,817 6,504 — 843 24,354 — 24,354
Coal 4,193 7,515 1,496 — — — 13,204 605 13,809
Oil(b) — 5,499 — — — 190 5,689 — 5,689
Nuclear 1,176 — — — — — 1,176 — 1,176
Wind — — — — 347 101 448 — 448
Utility scale solar — — — — 383 243 626 — 626
Distributed solar — — — — 37 10 47 — 47
Total generation capacity 10,908 20,665 5,313 6,504 767 1,387 45,544 605 46,149
Capacity attributable to noncontrolling interest — — — — (136 ) — (136 ) — (136 )
Total net generation capacity 10,908 20,665 5,313 6,504 631 1,387 45,408 605 46,013
Under Construction
Natural gas — — — 275 — — 275 — 275
Utility scale solar — — — — 459 60 529 — 529
Distributed solar — — — — 5 — 5 — 5
Total under construction — — — 275 474 60 809 — 809
Capacity attributable to noncontrolling interest — — — — (200 ) — (200 ) — (200 )
Total net under construction — — — 275 274 60 609 — 609
(a)
NRG sold 34.5% of its ownership in NRG Yield LLC, consisting of 499 MWs, in July 2013.

(b)
The NRG Yield operating segment consists of two dual-fuel (natural gas and oil) simple-cycle generation facilities. We believe we
In addition, our thermal assets provide steam and chilled water capacity of approximately 1,098 MW thermal equivalents through our district energy business.
Our generation facilities are the second largest independent power generation
companyprimarily located in the United States and comprise generation facilities across the seventh largest independentmerit order. The sale of capacity and power from baseload and intermediate generation company in the world measured by our net ownership interest in power
generation facilities. We own all orfacilities accounts for a portion of 57 generation projects that
have a total generating capacity of 23,660 megawatts ("MW"); our net ownership
interest in those projects is 13,664 MW. Upon the closingmajority of our pending
acquisition from Conectiv of interests in six power generation facilities, which
we expect to occur later this year, we will have interests in projects having a
total generating capacity of 28,722 MW; our net ownership interest in those
projects will be 15,539 MW.revenues. In addition, we have an active acquisitionour generation portfolio provides us with opportunities to capture additional revenues by selling power during periods of peak demand, offering capacity or similar products, and developmentproviding ancillary services to support system reliability.
Our retail business arranges for the transmission and delivery of energy-related products to customers, bills customers, collects payments for products sold, and maintains call centers to provide customer service. The retail business sells products that range from system power to bundled products, which combine system power with protection products, energy efficiency and renewable energy solutions, or other value added products and services, including customer rewards offered through exclusive loyalty and affinity program through which we are pursuing additional generation
projects.

As the following table illustrates, we have grown significantly during the
last three years, primarilypartnerships. Based on metered locations, as a result of June 30, 2013, our successretail business served approximately 2.2 million residential, small business, and commercial and industrial customers.
Our investment in, acquiring domestic
power generation facilities:

YEAR ENDED DECEMBER 31,
------------------------------
1997 1998 1999
------- ------- --------

Net Generating Capacity (in MW at year end)................ 2,637 3,300 10,990
Operating Income (in thousands)............................ $18,109 $57,012 $109,520

We intend to continue our growth through a combination of targeted
acquisitions in selected core markets, the expansion or repowering of existing
facilities and the development of, new greenfield projects. To preparetechnologies is focused on identifying significant commercial opportunities and creating a comparative advantage for expansion, repoweringus. Our development and greenfield opportunities, we have recently agreed to
purchase 16 turbine generators from GE Power Systems and two turbine generators
from Siemens Westinghouse over a six year period commencing in 2001. These new
turbines, which we expect to install at domestic facilities, will have a
combined capacity of approximately 3,300 MW.

We believe that our operational skills and experience give us a strong
competitive positioninvestment initiatives are primarily focused in the unregulated generation marketplace. We have
organized our operations geographically such that inventories, maintenance,
backupareas of distributed solar projects, solar thermal and

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solar photovoltaic, and also include other operational functions are pooled within a region. This approach
enables us to realize cost savings and enhances our ability to meet our facility
availability goals. Our availability goals are not driven by traditional
benchmarks,low-or no-green-house gas emitting energy generating sources, such as dailythe fueling infrastructure for electric vehicle ecosystems.
GenOn Acquisition
On December 14, 2012, we completed the previously announced merger, or annual availability, but are focused on each
facility's availability during periods when power prices are significantly above
the variable cost of producing power at that facility -- what we call
"in-market" availability.

In addition to our power generation projects, we also have interestsGenOn Merger, with GenOn Energy, Inc., or GenOn, in district heating and cooling systems and steam transmission operations. Our
thermal and chilled water businesses have a steam and chilled water capacity
equivalent to approximately 1,204 MW. We believe that through our subsidiary NEO
Corporation we are also one of the top three landfill gas generation companies
in the United States, extracting methane from landfills to generate electricity.
NEO owns 30 landfill gas collection systems and has 55 MW of net ownership
interests in related electric generation facilities. NEO also has 35 MW of net
ownership interests in 18 small hydroelectric facilities.

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MARKET OPPORTUNITY

The power industry is one of the largest industries in the world,
accounting for approximately $220 billion in annual revenues and having
approximately 730,000 MW of installed generating capacity in the United States
alone. The generation segment of the industry historically has been
characterized by regulated electric utilities producing and selling electricity
to a captive customer base. However, the power generation market has been
evolving from a regulated market based upon cost of service pricing to a non-
regulated competitive market. We believe that the power industry will continue
to undergo substantial restructuring over the next several years and will
experience significant growth in the future.

As of January 2000, 22 states had enacted legislation to restructure their
electric utility industries, four additional state public utility commissions
had issued comprehensive restructuring orders and 20 additional states had
active legislative or regulatory processes underway to study restructuring and
propose implementing legislation. As a result, from January 1, 1997 through
December 31, 1999, approximately 70,000 MW of the power generating capacity in
the United States, had been sold or transferred by regulated electric utilities
to independent power producers. We expect in excess of 70,000 additional MW to
be sold to independent power producers by the end of 2002.

We believe that increasing demand and the need to replace old and
inefficient generation facilities will create a significant need for additional
power generating capacity throughout the United States. In our view, these
factors provide an attractive domestic environment for an independent power
producer like usaccordance with a history of successfully developing, acquiring and
operating power generation facilities.

Outside of the United States, many governments in developed economies are
privatizing their utilities and developing regulatory structures that are
expected to encourage competition in the electricity sector, having realized
that their energy assets can be sold to raise capital without hindering system
reliability. In developing countries, the demand for electricity is expected to
grow rapidly. In order to satisfy this anticipated increase in demand, many
countries have adopted active government programs designed to encourage private
investment in power generation facilities. We believe that these market trends
will continue to create opportunities to acquire and develop power generation
facilities globally.

STRATEGY

Our vision is to be a well-positioned, top three generator of power in
selected core markets. Central to this vision is the pursuit of a well-balanced
generation business diversified in terms of geographic location, fuel type and
dispatch level. Currently, 80% of our generation is located in the United States
in three core markets: our Northeast, South Central and West Coast regions. With
our diversified asset base, we seek to have generating capacity available to
back up any given facility during its outages, whether planned or unplanned,
while having ample resources to take advantage of peak power market price
opportunities and periods of constrained availability of generating capacity,
fuels and transmission.

The following charts illustrate our diversity:

GEOGRAPHIC LOCATION(1)

U.S. EUROPE AUSTRALIA OTHER
- ---- ------ --------- -----

80 9.00 10.00 1.00

PRIMARY FUEL TYPE(1)(2)

COAL OIL GAS OTHER
- ---- --- --- -----

35 26.00 37.00 2.00

DISPATCH LEVEL(3)

PEAKING INTERMEDIATE BASELOAD
- ------- ------------ --------

41 19.00 40.00

- ---------------

(1) Based upon MW of net ownership interestmerger agreement dated as of March 31, 2000.

(2) Several of our generation facilities, constituting approximately 3,900 MW of
capacity, are capable of utilizing more than one fuel, which can be switched
as fuel prices fluctuate.

(3) Estimated for 2000 based upon historic dispatch data. We define "baseload"
as facilities that we expect to operate greater than 60% ofJuly 20, 2012, or the year,
"intermediate" as facilities that we expect to operate between 20% and 60%
of the year and "peaking" as facilities that we expect to operate less than
20% of the year, assuming utilization of primary fuel type.

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Our strategy is to capitalize on our acquisition, development and operating
skills to build a balanced, global portfolio of power and thermal generation
assets. We intend to implement this strategy byGenOn Merger Agreement, with GenOn continuing an aggressive but
thoughtful acquisition program and accelerating our development of existing site
expansion projects and greenfield projects.

By leveraging the talents of our regional management teams, focusing on our
regional market expertise and operating and utilizing our asset base on a
regional rather than a project basis, we believe we can best position ourselves
for long term profitability. Achieving "critical mass" in core markets should
allow us to capitalize on opportunities available in those markets.

We neither own nor do we intend to own any interest in nuclear generation
facilities.

Domestic. We intend to focus our near-term domestic development plans on
our existing three core markets, our Northeast, South Central and West Coast
regions, and add the Mid-Atlantic region as our fourth core market to be
established upon the closing of the planned acquisition from Conectiv. We will
consider domestic projects outside of these markets if we believe that an
opportunity exists to create a new core market or that the projected returns
from a particular project warrant an investment.

International. Based upon our assessment of market opportunities and our
portfolio risk management criteria, we intend to leverage our reputation,
experience and expertise in order to acquire foreign assets in selected
countries. We are presently focusing our international development activities in
the United Kingdom, Central Europe, Turkey, Australia, and to a lesser extent,
Latin America. In the future, we will consider other areas that are consistent
with our strategy.

RECENT DEVELOPMENTS

TURBINE ACQUISITIONS

In February 2000, we executed a memorandum of understanding with GE Power
Systems, a division of General Electric Company, to purchase 11 gas turbine
generators and five steam turbine generators, with an option to purchase
additional units. The purchases will take place over the next five years with
the first delivery scheduled to be made in 2002. The 16 turbines will have an
equivalent generation output of approximately 3,000 MW and an acquisition cost
of approximately $500 million.

In March 2000, we entered into an agreement with Great River Energy under
which Great River assigned to us, for a purchase price of $43 million, all of
its rights and obligations with respect to two 135 MW turbines being built for
it by Siemens Westinghouse. The two turbines are scheduled for delivery in the
first or second quarter of 2001.

We expect to install the turbines described above at existing plant sites
in the United States as well as new greenfield sites.

RECENT AND PENDING GENERATION ACQUISITIONS

CAJUN FACILITIES

In March 2000, we acquired 1,708 MW of coal and gas-fired generation assets
in Louisiana for approximately $1,026 million. These assets were formerly owned
by Cajun Electric Power Cooperative, Inc., and we refer to them as the "Cajun
facilities." We sell a significant amount of the energy and capacity of the
Cajun facilities to 11 of Cajun Electric's former power cooperative members.
Seven of these cooperatives have entered into 25-year power purchase agreements
with us, and four have entered into two to four year power purchase agreements.
In addition, we sell power under contract to two municipal power authorities and
one investor-owned utility that were former customers of Cajun Electric. We
estimate that payments under the contracts with the 11 cooperatives will account
for approximately 72% of the Cajun facilities' projected 2001 revenues, and that
payments under the contracts with the municipal power authorities and the
investor-owned utility will account for approximately an additional 7% of such
revenues.

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KILLINGHOLME FACILITY

In March 2000, we acquired the Killingholme A plant from National Power plc
for L390 million (approximately $615 million at the time of the acquisition),
subject to post-closing adjustments. Killingholme is a combined cycle gas-fired
baseload facility located in North Lincolnshire, England. The facility comprises
three units with a total generating capacity of 680 MW. We own and operate the
facility, which sells its power into the wholesale electricity market of England
and Wales.

CONNECTICUT FACILITIES

In December 1999, we acquired four gas, oil and jet fuel-fired electric
generation facilities and six remote oil-fired turbine facilities from
Connecticut Light & Power Company for approximately $519 million. These
facilities are located throughout Connecticut and have a combined generating
capacity of 2,235 MW. In October 1999, we entered into a four-year standard
offer service wholesale sales agreement with Connecticut Light & Power pursuant
to which we will supply at fixed prices a portion of its aggregate retail load.
The quantity of power to be supplied is equal to 35% of Connecticut Light &
Power's standard offer service load during calendar year 2000, 40% during
calendar years 2001 and 2002, and 45% during calendar year 2003. We estimate
that 45% of Connecticut Light & Power's standard offer service load in 2003 will
be approximately 2,000 MW at peak requirement.

CONECTIV FACILITIES

In January 2000, we executed purchase agreements with subsidiaries of
Conectiv to acquire 1,875 MW of coal, gas and oil-fired electric generating
capacity and other assets. We will pay approximately $800 million for the
assets, a portion of which will be financed by project-level debt. The assets
include the BL England and Deepwater facilities in New Jersey, the Indian River
facility in Delaware and the Vienna facility in Maryland, and interests in the
Conemaugh (7.6%) and Keystone (6.2%) facilities in Pennsylvania. The purchase
also includes excess emission allowances. Subject to receipt of required
regulatory approvals, we expect the acquisition to close in the fourth quarter
of 2000. Subject to final documentation, we will sell 500 MW of capacity and
associated energy to a subsidiary of Conectiv under a five-year power purchase
agreement commencing upon the closing of the acquisition.

CORPORATE INFORMATION

We have been acquiring and developing power generation projects since 1989,
when we were formed as a wholly-owned subsidiary of NRG. Details of the merger and its accounting treatment are described in our 2012 Form 10-K.
NRG Yield, Inc. Spin-Off
In July 2013, NRG Yield, Inc., formerly a wholly owned subsidiary of NRG, completed its initial public offering of shares of its Class A common stock. We formed NRG Yield, Inc. to own and operate a portfolio of contracted generation assets and thermal infrastructure assets that have historically been owned and/or operated by us and our subsidiaries. On July 22, 2013, NRG Yield, Inc. closed its initial public offering of 22,511,250 shares of Class A common stock at a price of $22 per share.
Acquisition of EME Assets
On December 17, 2012, EME and certain of its direct and indirect subsidiaries filed voluntary petitions for relief under chapter 11 of title 11 of the United States Code, or the Bankruptcy Code, in the United States Bankruptcy Court for the Northern States Power
Company,District of Illinois, or the Bankruptcy Court. EME was deconsolidated from its parent company, EIX, for financial statement purposes but not for tax purposes as of December 17, 2012. On May 2, 2013, certain other subsidiaries of EME filed voluntary petitions for relief under the Bankruptcy Code.
On October 18, 2013, NRG and the Purchaser entered into a Plan Sponsor Agreement with EME, certain of EME's debtor subsidiaries, the Official Committee of Unsecured Creditors of EME and its debtor subsidiaries, or the Committee, the PoJo Parties (as defined in the Plan Sponsor Agreement) and certain of EME's noteholders that are signatories to such agreement, which provides for the parties to pursue confirmation by the Bankruptcy Court of a chapter 11 plan of reorganization, or the Plan, that will implement a reorganization of EME and its debtor subsidiaries. Pursuant to the Plan Sponsor Agreement, on October 18, 2013, NRG entered into a Purchase Agreement with EME and the Purchaser, a wholly owned subsidiary of NRG, which provides for the acquisition of substantially all of EME's assets, including its equity interests in certain of its direct subsidiaries and thereby such subsidiaries' assets and liabilities, by the Purchaser upon confirmation of the Plan by the Bankruptcy Court, referred to herein as the Acquisition. On , 2013, the Bankruptcy Court approved the Plan Sponsor Agreement.
The Purchase Agreement provides for the acquisition of substantially all of the assets of EME by the Purchaser. The assets acquired include the outstanding equity interests in certain of EME's direct subsidiaries and thereby such subsidiaries' assets and liabilities, EME's cash and cash equivalents, and EME's interest in substantially all of the other assets used in the operation of EME's and its subsidiaries' businesses. Pursuant to the Purchase Agreement, upon consummation of the Acquisition, the Purchaser will assume certain liabilities of EME and certain of its direct and indirect subsidiaries.
Pursuant to the Purchase Agreement, NRG will pay a total purchase price of $2,635 million in exchange for the acquired assets of EME, of which $1,063 million consists of acquired cash. The purchase price is subject to certain adjustments provided in the Purchase Agreement. The Purchase Agreement provides that $350 million of the total purchase price payable by NRG in exchange for the acquired assets of EME will be paid in newly issued, registered shares of NRG's common stock and the remainder will be paid in cash. The price of the shares distributed under this prospectus is $27.62 per share, which price was determined in accordance with the Plan Sponsor Agreement based on the

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volume-weighted average trading price of such shares over the 20 trading days prior to October 18, 2013. NRG will assume non-recourse debt of approximately $1,545 million, subject to adjustment, of which $273 million is associated with assets designated as Non-Core Assets (as defined in the Purchase Agreement) pursuant to the Purchase Agreement.
On November 2013, EME and each of its direct and indirect subsidiaries that filed for relief under the Bankruptcy Code filed the Plan and a related chapter 11 disclosure statement with the Bankruptcy Court in connection with the Acquisition contemplated by the Plan Sponsor Agreement. The Plan was confirmed by the Bankruptcy court on , 2014.
Business Strategy
Our business is focused on: (i) excellence in safety and operating performance of our existing assets; (ii) serving the energy needs of end-use residential, commercial and industrial customers in competitive markets through multiple brands and channels with a variety of retail energy products and services differentiated by innovative features, premium service, sustainability, and loyalty/affinity programs; (iii) optimal hedging of generation assets and retail load operations; (iv) repowering of power generation assets at premium sites; (v) investing in, and deploying, alternative energy technologies both in our wholesale and, particularly, in and around our retail business and our customers; (vi) pursuing selective acquisitions, joint ventures, divestitures and investments; and (vii) engaging in a proactive capital allocation plan focused on achieving the regular return of and on stockholder capital within the dictates of prudent balance sheet management.
In addition, our company created NRG Yield, Inc. to enhance value for our stockholders by seeking to achieve the following objectives: (i) gain access to an investor-owned utilityalternative investor base with a more competitive source of equity capital that serveswould accelerate NRG Yield, Inc.'s long-term growth and acquisition strategy and optimize the NRG Yield, Inc. capital structure; (ii) highlight the value inherent in the contracted conventional and renewable generation and thermal infrastructure assets by separating them from other NRG non-contracted assets; and (iii) create a pure-play public issue with operating, financial and tax characteristics that we believe will appeal to dividend growth-oriented investors seeking exposure to the contracted power sector.
We believe that the U.S. energy industry is going to be increasingly impacted by the long-term societal trend towards sustainability which is both generational and irreversible. Moreover, the information technology-driven revolution, which has enabled greater and easier personal choice in other sectors of the consumer economy, will do the same in the U.S. energy sector over the years to come. As a result, energy consumers are expected to have increasing personal control over whom they buy their energy from, how that energy is generated and used and what environmental impact these individual choices will have. Our initiatives in this area of future growth are focused on: (i) renewables, with a concentration in solar development; (ii) electric vehicle ecosystems; (iii) customer-facing energy products and services, including smart energy services that give consumers individual energy insights, choices and convenience, a variety of renewable and energy efficiency products, and numerous loyalty and affinity options and tailored product and service bundles sold through unique retail sales channels; and (iv) construction of other forms of on-site clean power generation. Our advancements in each of these areas are driven by select acquisitions, joint ventures, and investments that are more fully described in our 2012 Form 10-K and our Form 10-Q for the quarter ended June 30, 2013.
In summary, our business strategy is intended to maximize stockholder value through the production and sale of safe, reliable and affordable power to our customers in the upper Midwestmarkets served by us, while aggressively positioning us to meet the market's increasing demand for sustainable and ownslow carbon energy solutions. This strategy is designed to enhance our core business of competitive power generation and operates approximately 7,100 MWmitigate the risk of generating capacity. On March
24, 1999, Northern States Powerdeclining power prices. We expect to become a leading provider of

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sustainable energy solutions that promotes national energy security, while utilizing our retail business to complement and New Century Energies, Inc.,advance both initiatives.
Summary of Risk Factors
We are subject to a Colorado-based
public utility holding company, entered into an agreement providing for the
mergervariety of risks related to our competitive position and business strategies. Some of the two companies. Followingmore significant challenges and risks include those associated with the merger, Northern States Power's
utility assets will be heldoperation of our power generation plants, volatility in power prices and fuel costs, our leveraged capital structure and extensive governmental regulation. See the section entitled "Risk Factors" beginning on page 8 of this prospectus and the section entitled "Risk Factors Related to NRG Energy, Inc." of our 2012 Form 10-K for a subsidiarydiscussion of the survivingfactors you should consider before investing in our common stock.
Corporate Information
We were incorporated as a Delaware corporation in the
merger, which will be renamed "Xcel Energy, Inc.", and the shares of our class Aon May 29, 1992. Our common stock that are now owned by Northern States Power will be transferred to
a wholly-owned subsidiary of Xcel Energy. The merger has been approved byis listed on the shareholders of both companies and byNew York Stock Exchange under the Federal Energy Regulatory Commission,
but remains subject to standard closing conditions and other regulatory
approvals. It is currently expected that the merger will be completed in the
second or third quarter of 2000.

We are incorporated in Delaware and oursymbol "NRG." Our headquarters and principal executive offices are located at 1221 Nicollet Mall, Suite 700, Minneapolis,
Minnesota 55403.211 Carnegie Center, Princeton, New Jersey 08540. Our telephone number is (612) 373-5300.

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(609) 524-4500. Our website is located at www.nrgenergy.com. The information on, or linked to, our website is not a part of this prospectus and is not incorporated in this prospectus by reference.
You can get more information regarding our business by reading our 2012 Form 10-K, and the other reports we file with the Securities and Exchange Commission, or SEC. For additional information, see the section entitled "Where You Can Find More Information" beginning on page 40 of this prospectus and the section entitled "Incorporation by Reference" beginning on page 39 of this prospectus.

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THE OFFERING

Common stock offeredDISTRIBUTION
This prospectus relates to the distribution by NRG... shares(1)

Common stockNRG of 12,671,977 shares to be outstanding afterissued to EME, which will distribute such shares to unsecured creditors of EME pursuant to the offering.................... shares(2)

Class APlan. The shares distributed under this prospectus will be issued as partial consideration for the sale of such assets.
Issuer NRG Energy, Inc.
Common stock we are registering 12,671,977 shares, valued at $27.62 per share. See the section entitled "Plan of Distribution" beginning on page 25.
Common stock outstanding prior to the registration 323,327,568 shares
Common stock to be outstanding after the registration 335,999,545 shares(1)
Use of proceeds Because this is not an offering for cash, we will not receive any proceeds from the issuance of our common stock.
Distribution of shares The shares of common stock will be issued to EME, which will distribute such shares to unsecured creditors of EME pursuant to the Plan. See the section entitled "Plan of Distribution" beginning on page 25.
Distribution ratio EME will distribute to the unsecured creditors of EME a pro rata portion of the newly issued shares of NRG common stock.
Distribution date , 2014
Transfer Agent Computershare Limited
Risk factors See the section entitled "Risk Factors" beginning on page 8 and other information included in this prospectus for a discussion of factors that you should consider carefully.
(1)
The number of shares of common stock to be outstanding after the
offering.................... shares(3)

Total common stock and class
A common stock to be
outstanding after the
offering.................... shares

Use of proceeds............... To repay $300 million of indebtedness owed to
Citicorp USA, Inc. Remaining proceeds will be
used for general corporate purposes, including
working capital, capital expenditures and
business acquisitions. None of the proceeds
will be distributed to Northern States Power.
See "Use of Proceeds."

Listing.......................

Proposed symbol............... " "
- ---------------

(1) Excludesthis distribution is based on 323,327,568 shares of common stock that the underwriters have an
option to purchase from us withinoutstanding as of September 30, days of the date of this prospectus.

(2) Excludes2013, excluding 77,347,528 shares issuable upon the exercise ofheld in treasury and all restricted stock units and options granted to our employeesissued under NRG's Amended and non-employee directors under the NRGRestated Long-Term Incentive Plan.

(3) SharesPlan and 2010 Stock Plan for employees of class A common stockGenOn regardless of whether such units or options have 10 votes per share and are convertible
onvested.

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SUMMARY FINANCIAL DATA
The following tables set forth a share-for-share basis into sharessummary of common stock. Shares of common
stock have one vote per share. In all other respects, shares of class A
common stock and shares of common stock have identical rights and
privileges. All outstanding shares of class A common stock are held by
Northern States Power.

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SUMMARY CONSOLIDATED FINANCIAL AND OPERATING DATA

The summaryour consolidated historical financial data set forth below as of, December 31,
1997, 1998 and 1999, and for the years thenperiod ended have beenon, the dates indicated. The annual historical information is derived from our audited consolidated financial statements. The financial data set forth belowstatements as of March 31, 2000, and for the three-month periods thenfive-year period ended haveDecember 31, 2012. The consolidated interim historical information as of and for the six months ended June 30, 2013 and 2012 has been derived from our unaudited consolidated financial statements which were prepared on a basis
consistentand in the opinion of management, includes all normal and recurring adjustments that are considered necessary for the fair presentations of the results of the interim period. You should read this data together with our audited consolidated financial statements. We have supplied
the selected capacity data set forth below under the caption "Other Generation
Data." All dollar amounts are set forth in thousands, except per share amounts.

YEAR ENDED THREE MONTHS
DECEMBER 31, ENDED MARCH 31,
------------------------------------------------ -------------------
PRO PRO
FORMA FORMA
1997 1998 1999 1999(1) 2000 2000(1)
---------- ---------- ---------- --------- -------- --------

CONSOLIDATED INCOME STATEMENT DATA
Revenues from wholly-owned operations.............. $ 92,052 $ 100,424 $ 432,518 $801,080 $ $
Equity in earnings of unconsolidated affiliates.... 26,200 81,706 67,500 67,500
Operating income (loss)............................ 18,109 57,012 109,520 189,665
Other income (expense)(2).......................... 11,371 9,379 14,970 13,100
Interest expense................................... (30,989) (50,313) (93,376) (166,624)
Income tax benefit(3).............................. 23,491 25,654 26,081 24,001
Net income (loss).................................. $ 21,982 $ 41,732 $ 57,195 $ 60,142 $ $
---------- ---------- ---------- --------- -------- --------
Earnings per share -- basic........................ $ $ $ $ $ $
Earnings per share -- diluted...................... $ $ $ $ $ $
Weighted average shares outstanding -- basic.......
Weighted average shares outstanding -- diluted.....

AS OF AS OF
DECEMBER 31, MARCH 31,
------------------------------------ ---------
1997 1998 1999 2000
---------- ---------- ---------- ---------

CONSOLIDATED BALANCE SHEET DATA
Net property, plant and equipment................ $ 185,891 $ 204,729 $1,919,323 $
Total assets..................................... 1,168,102 1,293,426 3,431,684
Long-term recourse debt, including current
maturities..................................... 499,982 504,781 915,000
Long-term non-recourse debt, including
current maturities............................. 120,873 121,695 1,056,860
Stockholder's equity............................. 450,698 579,332 893,654

AS OF AS OF
DECEMBER 31, MARCH 31,
------------------------------------ ---------
1997 1998 1999 2000
---------- ---------- ---------- ---------

OTHER GENERATION DATA
Net power generation capacity (MW)............... 2,637 3,300 10,990 13,664

- ---------------

(1) The pro forma financial information gives effectstatements and related notes to our March 31, 2000
acquisition offinancial statements contained in our 2012 Form 10-K and our quarterly report on Form 10-Q for the Cajun facilities as if that acquisition had occurred on
January 1, 1999. We doquarter ended June 30, 2013, which have been incorporated by reference into this prospectus. Our historical results are not believe that the pro forma data isnecessarily indicative of our future revenuesresults, and earnings, becauseresults for the previous ownersix months ended June 30, 2013 are not necessarily indicative of results to be expected for the full year ending December 31, 2013.
Six Months Ended
June 30, Year Ended December 31,
2013 2012 2012(a) 2011(b) 2010 2009 2008
(unaudited)
(in millions, except per share data)
Statement of Income Data:
Total operating revenues $ 5,010 $ 4,028 $ 8,422 $ 9,079 $ 8,849 $ 8,952 $ 6,885
Total operating costs and expenses, and other expenses 5,410 4,108 8,170 9,725 8,119 7,283 5,119
Income from continuing operations, net (190 ) 53 579 197 476 941 1,053
Income from discontinued operations, net — — — — — — 172
Net income attributable to NRG Energy, Inc. $ (198 ) $ 44 $ 559 $ 197 $ 477 $ 942 $ 1,225
Per Share Data:
Income (loss) attributable to NRG from continuing operations—basic $ (0.63 ) $ 0.17 $ 2.37 $ 0.78 $ 1.86 $ 3.70 $ 4.25
Income attributable to NRG from continuing operations—diluted (0.63 ) 0.17 2.35 0.78 1.84 3.44 3.80
Net income attributable to NRG—basic (0.63 ) 0.17 2.37 0.78 1.86 3.70 4.98
Net income attributable to NRG—diluted (0.63 ) 0.17 2.35 0.78 1.84 3.44 4.43
Cash dividends per common share 0.21 — 0.18 — — — —
Balance Sheet Data:
Current assets $ 6,943 $ 7,255 $ 7,956 $ 7,749 $ 7,137 $ 6,208 $ 8,492
Current liabilities 4,411 5,698 4,677 5,861 4,220 3,762 6,581
Property, plant and equipment, net 20,454 15,318 20,268 13,621 12,517 11,564 11,545
Total assets 34,492 27,856 35,128 26,900 26,896 23,378 24,808
Long-term debt, including current maturities, capital leases, and funded letter of credit 16,626 10,556 15,883 9,832 10,511 8,418 8,161
Total stockholders' equity $ 10,303 $ 7,903 $ 10,533 $ 7,669 $ 8,072 $ 7,697 $ 7,123
(a)
Refer to Note 3,Business Acquisitions and Dispositions, to our 2012 Form 10-K, for a description of the Cajun
facilities sold energy and capacity and purchased coal upon terms
substantially different from those under which we will operate these
facilities. Thus, we believe the pro forma financial information isacquisition of limited useGenOn on December 14, 2012.

(b)
Refer to Note 2,Summary of Significant Accounting Policies, Asset Impairments, to our 2012 Form 10-K, for a description of impairment charges recorded in making an investment decision.

(2) These amounts include pretax charges2011.

Table of $9.0 million in 1997, $26.7 million
in 1998 and $0 in 1999 to write-down the carrying value of certain energy
projects. These amounts also include the pre-tax gain on sale of our
interest in projects of $8.7 million in 1997, $30.0 million in 1998 and
$15.5 million in 1999.

(3) We have substantial tax credits that can be utilized by Northern States
Power. Northern States Power pays us for these tax credits on a quarterly
basis.

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Contents

RISK FACTORS

Before you invest in our common stock, you should be aware of the
significant risks described below.
You should carefully consider the risk factors set forth below and the risk factors incorporated into this prospectus by reference to our 2012 Form 10-K, as well as the other information contained in and incorporated by reference into this prospectus before deciding to participate in this distribution. The selected risks described below and the risks that are incorporated into this prospectus by reference to our 2012 Form 10-K are not our only risks. Additional risks and uncertainties not currently known to us or those we currently view to be immaterial also may materially and adversely affect our business, financial condition or results of operations. Any of the following risks or any of the risks described in our 2012 Form 10-K could materially and adversely affect our business, financial condition, operating results or cash flow. In such a case, the trading price of our common stock could decline, and you may lose all or part of your investment.
Risks Related to Our Business
Many of NRG's power generation facilities operate, wholly or partially, without long-term power sale agreements.
Many of NRG's facilities operate as "merchant" facilities without long-term power sales agreements for some or all of their generating capacity and output, and therefore are exposed to market fluctuations. Without the benefit of long-term power sales agreements for these risks,
together withassets, NRG cannot be sure that it will be able to sell any or all of the other information included in this prospectus, before
you decide whetherpower generated by these facilities at commercially attractive rates or that these facilities will be able to purchase shares of our common stock.

Someoperate profitably. This could lead to future impairments of the informationCompany's property, plant and equipment or to the closing of certain of its facilities, resulting in this prospectus contains forward-looking
statements that involve substantial riskseconomic losses and uncertainties. You can identify
these statements by forward-looking words such as "may," "will," "expect,"
"anticipate," "believe," "estimate" and "continue" or similar words. You should
read statements that contain these words carefully because they: (1) discuss our
future expectations; (2) contain projections of our future results of operations
or of our future financial condition; or (3) state other "forward-looking"
information. We believe that it is important to communicate our future
expectations to our investors. However, our future results and financial
condition will be impacted by events or factors in the future that we have not
been able to accurately predict or overliabilities, which we have no control.

The risk factors listed in this section, as well as any cautionary language
in this prospectus, provide examples of risks, uncertainties and events that may
cause our actual results to differ materially from the expectations we describe
in our forward-looking statements. Before you invest in our common stock, you
should be aware that the occurrence of the events described in these risk
factors and elsewhere in this prospectus could have a material adverse effect on our business, financial condition andthe Company's results of operations, financial condition or cash flows.
NRG's financial performance may be impacted by changing natural gas prices, significant and onunpredictable price fluctuations in the wholesale power markets and other market factors that are beyond the Company's control.
A significant percentage of the Company's domestic revenues are derived from baseload power plants that are fueled by coal. In many of the competitive markets where NRG operates, the price of our common stock.

RISKS RELATING TO THE WHOLESALE POWER MARKETS

OUR REVENUES ARE NOT PREDICTABLE BECAUSE MANY OF OUR POWER GENERATION
FACILITIES OPERATE, WHOLLY OR PARTIALLY, WITHOUT LONG-TERM POWER PURCHASE
AGREEMENTS.

Historically,power typically is set by natural gas-fired power plants that generally have higher variable costs than NRG's coal-fired power plants. This allows the Company's coal generation assets to earn attractive operating margins compared to plants fueled by natural gas. A decrease in natural gas prices could result in a corresponding decrease in the market price of power that could significantly reduce the operating margins of the Company's baseload generation assets and materially and adversely impact its financial performance. At low enough natural gas prices, gas plants become more economical than coal generation. In such a price environment, the Company's coal units cycle more often or even shut down until prices or load increases enough to justify running them again.
In addition, because changes in power prices in the markets where NRG operates are generally correlated with changes in natural gas prices, NRG's hedging portfolio includes natural gas derivative instruments to hedge power prices for its coal and nuclear generation. If this correlation between power prices and natural gas prices is not maintained and a change in gas prices is not proportionately offset by a change in power prices, the Company's natural gas hedges may not fully cover this differential. This could have a material adverse impact on the Company's cash flow and financial position.
Market prices for power, capacity and ancillary services tend to fluctuate substantially. Unlike most other commodities, electric power can only be stored on a very limited basis and generally must be produced concurrently with its use. As a result, power prices are subject to significant volatility from supply and demand imbalances, especially in the day-ahead and spot markets. Long- and short-term

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power prices may also fluctuate substantially all revenuesdue to other factors outside of the Company's control, including:
•
changes in generation capacity in the Company's markets, including the addition of new supplies of power from independentexisting competitors or new market entrants as a result of the development of new generation plants, expansion of existing plants or additional transmission capacity;

•
electric supply disruptions, including plant outages and transmission disruptions;

•
changes in power generation
facilities were derived under power purchase agreements having terms in excess
of 15 years, pursuant to which all energy andtransmission infrastructure;

•
fuel transportation capacity was generally sold to a
single party at fixed prices. Because of constraints;

•
weather conditions;

•
changes in the industry, the percentage
of facilities, including ours, with these types of long-termdemand for power purchase
agreements has decreased, and it is likely that over time, most of our
facilities will operate without these agreements. Without the benefit of these
typesor in patterns of power purchase agreements, we cannot assure you that we will be able to
sellusage, including the power generated by our facilities or that our facilities will be able
to operate profitably.

BECAUSE WHOLESALE POWER PRICES ARE SUBJECT TO EXTREME VOLATILITY, THE
REVENUES THAT WE GENERATE ARE SUBJECT TO SIGNIFICANT FLUCTUATIONS.

We must sell all or a portionpotential development of demand-side management tools and practices;

•
development of new fuels and new technologies for the energy, capacity and other products
from manyproduction of our facilities into wholesale power markets. The pricespower;

•
development of energy
products in those markets are influenced by many factors outsidenew technologies for the production of our control,
including fuel prices, transmission constraints, supply and demand, weather,
economic conditions, and the rules, natural gas;

•
regulations and actions of the independent system operators, or ISOs; and

•
federal and state power market and environmental regulation and legislation.
These factors have caused the Company's operating results to fluctuate in those markets. The wholesalethe past and will continue to cause them to do so in the future.
NRG's costs, results of operations, financial condition and cash flows could be adversely impacted by disruption of its fuel supplies.
NRG relies on coal, oil and natural gas to fuel a majority of its power markets are unpredictablegeneration facilities. Delivery of these fuels to the facilities is dependent upon the continuing financial viability of contractual counterparties as well as upon the infrastructure (including rail lines, rail cars, barge facilities, roadways, riverways and arenatural gas pipelines) available to serve each generation facility. As a result, the Company is subject to substantial price fluctuations over relatively short periodsthe risks of time.

WE HAVE A LIMITED HISTORY OF SELLING AND MARKETING PRODUCTS IN THE
WHOLESALE POWER MARKETS AND MAY NOT BE ABLE TO SUCCESSFULLY MANAGE THE
RISKS ASSOCIATED WITH THIS ASPECT OF OUR BUSINESS.

We are exposed to market risks through our power marketing business, which
involves the establishment of trading positionsdisruptions or curtailments in the energy, fuel and emission
allowance markets on a short-term basis. We sell forward contracts and options
and establish positions, and sell on the spot market our energy, capacity and
other energy products that are not otherwise committed under long-term
contracts. In addition, we use these trading activities to procure fuel and
emissions allowances for our facilities on the spot market. We have been
managing risks associated with price volatility in this manner for only a
limited amountproduction of time. We may not be able to continue to effectively manage
this price volatility, and may not

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be able to successfully manage the other risks associated with trading in energy
markets, including the risk that counterparties may not perform.

RISKS RELATING TO OUR OPERATIONS

WE HAVE MADE SUBSTANTIAL INVESTMENTS IN OUR RECENT ACQUISITIONS AND OUR
SUCCESS DEPENDS ON THE APPROPRIATENESS OF THE PRICES WE PAID IN THESE
ACQUISITIONS AS WELL AS ON OUR ABILITY TO SUCCESSFULLY INTEGRATE, OPERATE
AND MANAGE THE ACQUIRED ASSETS.

During the period from December 31, 1998 through March 31, 2000, we have
more than quadrupled our net ownership interests in power at its generation facilities expanding from 3,300 MWif a counterparty fails to perform or if there is a disruption in the fuel delivery infrastructure.
NRG has sold forward a substantial portion of net ownership interestsits coal and nuclear power in power generation
facilitiesorder to approximately 13,664 MW of net ownership interests. During the
rest of this year, if we complete the pending acquisition from Conectiv, we will
increase our net ownership interestslock in power generation facilities by an
additional 14%. Thelong-term prices we paid in these acquisitions were based on our
assumptions as to the economics of operating the acquired facilities and the
prices at which we would be able to sell energy, capacity and other products
from them. If any of the assumptions as to a given facility provethat it deemed to be materially inaccurate,favorable at the time it could have a significant impact onentered into the financial
performance of that facility. In connection with these acquisitions, we have
hired and will hire a substantial number of new employees. We may not be able to
successfully integrate all of the newly hired employees, or profitably
integrate, operate, maintain and manage our newly acquired power generation
facilities in a competitive environment. In addition, operational issues may
arise as a result of a lack of integration or our lack of familiarity with
issues specific to a particular facility.

OUR PROJECT DEVELOPMENT AND ACQUISITION ACTIVITIES MAY NOT BE SUCCESSFUL
WHICH WOULD IMPAIR OUR ABILITY TO EXECUTE OUR GROWTH STRATEGY.

We may not be able to identify attractive acquisition or development
opportunities or to complete acquisitions or development projects that we
undertake. If we are not able to identify and complete additional acquisitions
and development projects, we will not be able to successfully execute our growth
strategy. Factors that could cause our acquisition and development activities to
be unsuccessful include the following:

- competition,

- inability to obtain additional capital on acceptable terms,

- inability to obtain required governmental permits and approvals,

- cost-overruns or delays in development that make continuation of a
project impracticable, and

- inability to negotiate acceptable acquisition, construction, fuel supply
or other material agreements.

WE INCUR SIGNIFICANT EXPENSES IN EVALUATING POTENTIAL PROJECTS, MOST OF
WHICH ARE NOT ULTIMATELY ACQUIRED OR COMPLETED.forward sale contracts. In order to implement our growth strategy, we must continue to actively
pursue acquisitionhedge its obligations under these forward power sales contracts, the Company has entered into long-term and development opportunities. Substantial expenses are
incurred in investigatingshort-term contracts for the purchase and evaluating any potential opportunity before we can
determine whether the opportunity is feasible or economically attractive. In
addition, we expect to participate in many competitive bidding processes that
require us to incur substantial expenses without any assurance that our bids
will be accepted. As a result, we expect that our development expenses will
increase in the future with no assurance that we will be successful in acquiring
or completing additional new projects.

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13

CONSTRUCTION, EXPANSION, REFURBISHMENT AND OPERATION OF POWER GENERATION
FACILITIES INVOLVE SIGNIFICANT RISKS THAT CANNOT ALWAYS BE COVERED BY
INSURANCE OR CONTRACTUAL PROTECTIONS.

The construction, expansion and refurbishmentdelivery of power generation, thermal
energy production and transmission and resource recovery facilities involve many
risks, including:

- supply interruptions,

- work stoppages,

- labor disputes,

- social unrest,

- weather interferences,

- unforeseen engineering, environmental and geological problems, and

- unanticipated cost overruns.

The ongoing operation of these facilities involves allfuel. Many of the risks
described above,forward power sales contracts do not allow the Company to pass through changes in addition to risks relating tofuel costs or discharge the breakdown or failure of
equipment or processes and performance below expected levels of output or
efficiency. New plants may employ recently developed and technologically complex
equipment, especiallypower sale obligations in the case of newer environmental emission control
technology. While we maintain insurance, obtain warranties from vendors and
obligate contractorsa disruption in fuel supply due to meet certain performance levels,force majeure events or the proceedsdefault of such
insurance, warrantiesa fuel supplier or performance guaranteestransporter. Disruptions in the Company's fuel supplies may not be adequatetherefore require it to cover
lost revenues, increased expenses or liquidated damages payments. Anyfind alternative fuel sources at higher costs, to find other sources of these
risks could cause uspower to operate below expected capacity levels, which in turn
could result in lost revenues, increased expenses, higher maintenance costs and
penalties. As a result, a project may operatedeliver to counterparties at a losshigher cost, or be unable to fund
principal and interest payments under its project financing agreements, which
may result inpay damages to counterparties for failure to deliver power as contracted. Any such event could have a default under that project's indebtedness.

WE ARE EXPOSED TO THE RISK OF FUEL COST INCREASES AND INTERRUPTION IN FUEL
SUPPLY BECAUSE WE GENERALLY DO NOT HAVE LONG-TERM FUEL SUPPLY AGREEMENTS.

Most of our domestic merchant power generation facilities purchase fuel
under short-term contracts ormaterial adverse effect on the Company's financial performance.
NRG also buys significant quantities of fuel on a short-term or spot market. Even though we attempt to
hedge some portionmarket basis. Prices for all of our known fuel requirements, we still may face the riskCompany's fuels fluctuate, sometimes rising or falling significantly over a relatively short period of supply interruptions and fuel price volatility.time. The price weNRG can obtain for the sale of energy may not rise at the same rate, or may not rise at all, to match a rise in fuel or delivery costs. This may have a material adverse effect on ourthe

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Company's financial performance. WE OFTEN RELY ON SINGLE SUPPLIERS AND AT TIMES WE RELY ON SINGLE CUSTOMERS
AT OUR FACILITIES, EXPOSING US TO SIGNIFICANT FINANCIAL RISKS IF EITHER
SHOULD FAIL TO PERFORM THEIR OBLIGATIONS.

WeChanges in market prices for natural gas, coal and oil may result from the following:
•
weather conditions;

•
seasonality;

•
demand for energy commodities and general economic conditions;

•
disruption or other constraints or inefficiencies of electricity, gas or coal transmission or transportation;

•
additional generating capacity;

•
availability and levels of storage and inventory for fuel stocks;

•
natural gas, crude oil, refined products and coal production levels;

•
changes in market liquidity;

•
federal, state and foreign governmental regulation and legislation; and

•
the creditworthiness and liquidity and willingness of fuel suppliers/transporters to do business with the Company.
NRG's plant operating characteristics and equipment, particularly at its coal-fired plants, often relydictate the specific fuel quality to be combusted. The availability and price of specific fuel qualities may vary due to supplier financial or operational disruptions, transportation disruptions and force majeure. At times, coal of specific quality may not be available at any price, or the Company may not be able to transport such coal to its facilities on a timely basis. In this case, the Company may not be able to run the coal facility even if it would be profitable. Operating a coal facility with different quality coal can lead to emission or operating problems. If the Company had sold forward the power from such a coal facility, it could be required to supply or purchase power from alternate sources, perhaps at a loss. This could have a material adverse impact on the financial results of specific plants and on the Company's results of operations.
There may be periods when NRG will not be able to meet its commitments under forward sale obligations at a reasonable cost or at all.
A substantial portion of the output from NRG's coal and nuclear facilities has been sold forward under fixed price power sales contracts through 2014, and the Company also sells forward the output from its intermediate and peaking facilities when it deems it commercially advantageous to do so. Because the obligations under most of these agreements are not contingent on a unit being available to generate power, NRG is generally required to deliver power to the buyer, even in the event of a plant outage, fuel supply disruption or a reduction in the available capacity of the unit. To the extent that the Company does not have sufficient lower cost capacity to meet its commitments under its forward sale obligations, the Company would be required to supply replacement power either by running its other, higher cost power plants or by obtaining power from third-party sources at market prices that could substantially exceed the contract price. If NRG fails to deliver the contracted power, it would be required to pay the difference between the market price at the delivery point and the contract price, and the amount of such payments could be substantial.
In the South Central region, NRG has long-term contracts with rural cooperatives that require it to serve all of the cooperatives' requirements at prices that generally reflect the costs of coal-fired generation. During limited peak demand periods, the load requirements of these contract customers exceed the capacity of NRG's coal-fired Big Cajun II plant. During such peak demand periods, NRG employs its intermediate and/or peaking facilities. Depending upon the then-current gas commodity

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pricing, NRG's financial returns from its South Central region could be negatively impacted for a limited period if the cost of its intermediate and/or peaking power is at higher prices than can be recovered under the Company's contracts.
NRG's trading operations and the use of hedging agreements could result in financial losses that negatively impact its results of operations.
The Company typically enters into hedging agreements, including contracts to purchase or sell commodities at future dates and at fixed prices, in order to manage the commodity price risks inherent in its power generation operations. These activities, although intended to mitigate price volatility, expose the Company to other risks. When the Company sells power forward, it gives up the opportunity to sell power at higher prices in the future, which not only may result in lost opportunity costs but also may require the Company to post significant amounts of cash collateral or other credit support to its counterparties. The Company also relies on counterparty performance under its hedging agreements and is exposed to the credit quality of its counterparties under those agreements. Further, if the values of the financial contracts change in a manner that the Company does not anticipate, or if a counterparty fails to perform under a contract, it could harm the Company's business, operating results or financial position.
NRG does not typically hedge the entire exposure of its operations against commodity price volatility. To the extent it does not hedge against commodity price volatility, the Company's results of operations and financial position may be improved or diminished based upon movement in commodity prices.
NRG may engage in trading activities, including the trading of power, fuel and emissions allowances that are not directly related to the operation of the Company's generation facilities or the management of related risks. These trading activities take place in volatile markets and some of these trades could be characterized as speculative. The Company would expect to settle these trades financially rather than through the production of power or the delivery of fuel. This trading activity may expose the Company to the risk of significant financial losses which could have a material adverse effect on its business and financial condition.
NRG may not have sufficient liquidity to hedge market risks effectively.
The Company is exposed to market risks through its power marketing business, which involves the sale of energy, capacity and related products and the purchase and sale of fuel, transmission services and emission allowances. These market risks include, among other risks, volatility arising from location and timing differences that may be associated with buying and transporting fuel, converting fuel into energy and delivering the energy to a buyer.
NRG undertakes these marketing activities through agreements with various counterparties. Many of the Company's agreements with counterparties include provisions that require the Company to provide guarantees, offset of netting arrangements, letters of credit, a first lien on assets and/or cash collateral to protect the counterparties against the risk of the Company's default or insolvency. The amount of such credit support that must be provided typically is based on the difference between the price of the commodity in a given contract and the market price of the commodity. Significant movements in market prices can result in the Company being required to provide cash collateral and letters of credit in very large amounts. The effectiveness of the Company's strategy may be dependent on the amount of collateral available to enter into or maintain these contracts, and liquidity requirements may be greater than the Company anticipates or will be able to meet. Without a sufficient amount of working capital to post as collateral in support of performance guarantees or as a cash margin, the Company may not be able to manage price volatility effectively or to implement its

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strategy. An increase in the amount of letters of credit or cash collateral required to be provided to the Company's counterparties may negatively affect the Company's liquidity and financial condition.
Further, if any of NRG's facilities experience unplanned outages, the Company may be required to procure replacement power at spot market prices in order to fulfill contractual commitments. Without adequate liquidity to meet margin and collateral requirements, the Company may be exposed to significant losses, may miss significant opportunities, and may have increased exposure to the volatility of spot markets.
The accounting for NRG's hedging activities may increase the volatility in the Company's quarterly and annual financial results.
NRG engages in commodity-related marketing and price-risk management activities in order to financially hedge its exposure to market risk with respect to electricity sales from its generation assets, fuel utilized by those assets and emission allowances.
NRG generally attempts to balance its fixed-price physical and financial purchases and sales commitments in terms of contract volumes and the timing of performance and delivery obligations through the use of financial and physical derivative contracts. These derivatives are accounted for in accordance with the Financial Accounting Standards Board, or FASB, ASC 815, Derivatives and Hedging, or ASC 815, which requires the Company to record all derivatives on the balance sheet at fair value with changes in the fair value resulting from fluctuations in the underlying commodity prices immediately recognized in earnings, unless the derivative qualifies for cash flow hedge accounting treatment. Whether a derivative qualifies for cash flow hedge accounting treatment depends upon it meeting specific criteria used to determine if the cash flow hedge is and will remain appropriate for the term of the derivative. All economic hedges may not necessarily qualify for cash flow hedge accounting treatment. As a result, the Company's quarterly and annual results are subject to significant fluctuations caused by changes in market prices.
Competition in wholesale power markets may have a material adverse effect on NRG's results of operations, cash flows and the market value of its assets.
NRG has numerous competitors in all aspects of its business, and additional competitors may enter the industry. Because many of the Company's facilities are old, newer plants owned by the Company's competitors are often more efficient than NRG's aging plants, which may put some of these plants at a competitive disadvantage to the extent the Company's competitors are able to consume the same or less fuel as the Company's plants consume. Over time, the Company's plants may be squeezed out of their markets, or may be unable to compete with these more efficient plants.
In NRG's power marketing and commercial operations, it competes on the basis of its relative skills, financial position and access to capital with other providers of electric energy in the procurement of fuel and transportation services, and the sale of capacity, energy and related products. In order to compete successfully, the Company seeks to aggregate fuel supplies at competitive prices from different sources and locations and to efficiently utilize transportation services from third-party pipelines, railways and other fuel transporters and transmission services from electric utilities.
Other companies with which NRG competes with may have greater liquidity, greater access to credit and other financial resources, lower cost structures, more effective risk management policies and procedures, greater ability to incur losses, longer-standing relationships with customers, greater potential for profitability from ancillary services or greater flexibility in the timing of their sale of generation capacity and ancillary services than NRG does.
NRG's competitors may be able to respond more quickly to new laws or regulations or emerging technologies, or to devote greater resources to the construction, expansion or refurbishment of their

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power generation facilities than NRG can. In addition, current and potential competitors may make strategic acquisitions or establish cooperative relationships among themselves or with third parties. Accordingly, it is possible that new competitors or alliances among current and new competitors may emerge and rapidly gain significant market share. There can be no assurance that NRG will be able to compete successfully against current and future competitors, and any failure to do so would have a material adverse effect on the Company's business, financial condition, results of operations and cash flow.
Operation of power generation facilities involves significant risks and hazards customary to the power industry that could have a material adverse effect on NRG's revenues and results of operations. NRG may not have adequate insurance to cover these risks and hazards.
The ongoing operation of NRG's facilities involves risks that include the breakdown or failure of equipment or processes, performance below expected levels of output or efficiency and the inability to transport the Company's product to its customers in an efficient manner due to a lack of transmission capacity. Unplanned outages of generating units, including extensions of scheduled outages due to mechanical failures or other problems occur from time to time and are an inherent risk of the Company's business. Unplanned outages typically increase the Company's operation and maintenance expenses and may reduce the Company's revenues as a result of selling fewer saleable MW hours or require NRG to incur significant costs as a result of running one of its higher cost units or obtaining replacement power from third parties in the open market to satisfy the Company's forward power sales obligations. NRG's inability to operate the Company's plants efficiently, manage capital expenditures and costs, and generate earnings and cash flow from the Company's asset-based businesses could have a material adverse effect on the Company's results of operations, financial condition or cash flows. While NRG maintains insurance, obtains warranties from vendors and obligates contractors to meet certain performance levels, the proceeds of such insurance, warranties or performance guarantees may not be adequate to cover the Company's lost revenues, increased expenses or liquidated damages payments should the Company experience equipment breakdown or non-performance by contractors or vendors.
Power generation involves hazardous activities, including acquiring, transporting and unloading fuel, operating large pieces of rotating equipment and delivering electricity to transmission and distribution systems. In addition to natural risks such as earthquake, flood, lightning, hurricane and wind, other hazards, such as fire, explosion, structural collapse and machinery failure are inherent risks in the Company's operations. These and other hazards can cause significant personal injury or loss of life, severe damage to and destruction of property, plant and equipment, contamination of, or damage to, the environment and suspension of operations. The occurrence of any one of these events may result in NRG being named as a defendant in lawsuits asserting claims for substantial damages, including for environmental cleanup costs, personal injury and property damage and fines and/or penalties. NRG maintains an amount of insurance protection that it considers adequate, but the Company cannot provide any assurance that its insurance will be sufficient or effective under all circumstances and against all hazards or liabilities to which it may be subject. A successful claim for which the Company is not fully insured could hurt its financial results and materially harm NRG's financial condition. Further, due to rising insurance costs and changes in the insurance markets, NRG cannot provide any assurance that its insurance coverage will continue to be available at all or at rates or on terms similar to those presently available. Any losses not covered by insurance could have a material adverse effect on the Company's financial condition, results of operations or cash flows.

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Maintenance, expansion and refurbishment of power generation facilities involve significant risks that could result in unplanned power outages or reduced output and could have a material adverse effect on NRG's results of operations, cash flow and financial condition.
Many of NRG's facilities are old and require periodic upgrading and improvement. Any unexpected failure, including failure associated with breakdowns, forced outages or any unanticipated capital expenditures could result in reduced profitability.
NRG cannot be certain of the level of capital expenditures that will be required due to changing environmental and safety laws and regulations (including changes in the interpretation or enforcement thereof), needed facility repairs and unexpected events (such as natural disasters or terrorist attacks). The unexpected requirement of large capital expenditures could have a material adverse effect on the Company's liquidity and financial condition.
If NRG makes any major modifications to its power generation facilities, the Company may be required to install the best available control technology or to achieve the lowest achievable emission rates as such terms are defined under the new source review provisions of the federal Clean Air Act. Any such modifications would likely result in substantial additional capital expenditures.
The Company may incur additional costs or delays in the development, construction and operation of new plants, improvements to existing plants, or the implementation of environmental control equipment at existing plants and may not be able to recover their investment or complete the project.
The Company is developing or constructing new generation facilities, improving its existing facilities; and adding environmental controls to its existing facilities. The development, construction, expansion, modification and refurbishment of power generation facilities involve many additional risks, including:
•
the inability to receive U.S. Department of Energy, or U.S. DOE, loan guarantees, funding or cash grants;

•
delays in obtaining necessary permits and licenses;

•
the inability to sell down interests in a project or develop successful partnering relationships;

•
environmental remediation of soil or groundwater at contaminated sites;

•
interruptions to dispatch at the Company's facilities;

•
supply interruptions;

•
work stoppages;

•
labor disputes;

•
weather interferences;

•
unforeseen engineering, environmental and geological problems;

•
unanticipated cost overruns;

•
exchange rate risks; and

•
failure of contracting parties to perform under contracts, including engineering, procurement and construction, or EPC, contractors.

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Any of these risks could cause NRG's financial returns on new investments to be lower than expected, or could cause the Company to operate below expected capacity or availability levels, which could result in lost revenues, increased expenses, higher maintenance costs and penalties. Insurance is maintained to protect against these risks, warranties are generally obtained for limited periods relating to the construction of each project and its equipment in varying degrees, and contractors and equipment suppliers are obligated to meet certain performance levels. The insurance, warranties or performance guarantees, however, may not be adequate to cover increased expenses. As a result, a project may cost more than projected and may be unable to fund principal and interest payments under its construction financing obligations, if any. A default under such a financing obligation could result in losing the Company's interest in a power generation facility.
Furthermore, where the Company has partnering relationships with a third party, the Company is subject to the viability and performance of the third party. The Company's inability to find a replacement contracting party, particularly an EPC contractor, where the original contracting party has failed to perform, could result in the abandonment of the development and/or construction of such project, while the Company could remain obligated on other agreements associated with the project, including power purchase agreements, or PPAs.
If the Company is unable to complete the development or construction of a facility or environmental control, or decides to delay, downsize, or cancel such project, it may not be able to recover its investment in that facility or environmental control. Furthermore, if construction projects are not completed according to specification, the Company may incur liabilities and suffer reduced plant efficiency, higher operating costs and reduced net income.
NRG and its subsidiaries have guaranteed the performance of third parties, which may result in substantial costs in the event of non-performance.
NRG and its subsidiaries have issued certain guarantees of the performance of others, which obligate NRG and its subsidiaries to perform in the event that the third parties do not perform. In the event of non-performance by the third parties, NRG could incur substantial cost to fulfill their obligations under these guarantees. Such performance guarantees could have a material impact on the operating results, financial condition, or cash flows of the Company.
The Company's development programs are subject to financing and public policy risks that could adversely impact NRG's financial performance or result in the abandonment of such development projects.
While NRG currently intends to develop and finance the more capital intensive projects on a non-recourse or limited recourse basis through separate project financed entities, and intends to seek additional investments in most of these projects from third parties, NRG anticipates that it will need to make significant equity investments in these projects. NRG may also decide to develop and finance some of the projects, such as smaller gas-fired and renewable projects, using corporate financial resources rather than non-recourse debt, which could subject NRG to significant capital expenditure requirements and to risks inherent in the development and construction of new generation facilities. In addition to providing some or all of the equity required to develop and build the proposed projects, NRG's ability to finance these projects on a non-recourse basis is contingent upon a number of factors, including the terms of the EPC contracts, construction costs, PPAs and fuel procurement contracts, capital markets conditions, the availability of tax credits and other government incentives for certain new technologies. To the extent NRG is not able to obtain non-recourse financing for any project or should the credit rating agencies attribute a material amount of the project finance debt to NRG's credit, the financing of the development projects could have a negative impact on the credit ratings of NRG.
NRG may also choose to undertake the repowering, refurbishment or upgrade of current facilities based on the Company's assessment that such activity will provide adequate financial returns. Such projects often require several years of development and capital expenditures before commencement of commercial operations, and key assumptions underpinning a decision to make such an investment may

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prove incorrect, including assumptions regarding construction costs, timing, available financing and future fuel and power prices.
Furthermore, the viability of the Company's renewable development projects are largely contingent on public policy mechanisms including production and investment tax credits, cash grants, loan guarantees, accelerated depreciation tax benefits, renewable portfolio standards, or RPS, and carbon trading plans. These mechanisms have been implemented at the state and federal levels to support the development of renewable generation, demand-side and smart grid, and other clean infrastructure technologies. The availability and continuation of public policy support mechanisms will drive a significant part of the economics and viability of the Company's development program and expansion into clean energy investments.
Supplier and/or customer concentration at certain of NRG's facilities may expose the Company to significant financial credit or performance risks.
NRG often relies on a single contracted supplier or a small number of suppliers for the provision of fuel, watertransportation of fuel and other services required for the operation of a facility,certain of its facilities. If these suppliers cannot perform, the Company utilizes the marketplace to provide these services. There can be no assurance that the marketplace can provide these services as, when and atwhere required.
At times, we relyNRG relies on a single customer or a few customers to purchase all or a significant portion of a facility's output, in some cases under long-term agreements that provideaccount for a substantial percentage of the support foranticipated revenue from a given facility. The Company has also hedged a portion of its exposure to power price fluctuations through forward fixed price power sales and natural gas price swap agreements. Counterparties to these agreements may breach or may be unable to perform their obligations. NRG may not be able to enter into replacement agreements on terms as favorable as its existing agreements, or at all. If the Company was unable to enter into replacement PPA's, the Company would sell its plants' power at market prices. If the Company is unable to enter into replacement fuel or fuel transportation purchase agreements, NRG would seek to purchase the Company's fuel requirements at market prices, exposing the Company to market price volatility and the risk that fuel and transportation may not be available during certain periods at any project debt used to finance the facility.price.
The failure of any onesupplier or customer or supplier to fulfill its contractual obligations to the facilityNRG could have a material adverse effect on such facility'sthe Company's financial results. As a
result,Consequently, the financial performance of any such facilitythe Company's facilities is dependent on the
continued performance by customers and suppliers of their obligations under
these long-term agreements and, in particular, on the credit quality of, and continued performance by, suppliers and customers.
NRG relies on power transmission facilities that it does not own or control and that are subject to transmission constraints within a number of the project'sCompany's core regions. If these facilities fail to provide NRG with adequate transmission capacity, the Company may be restricted in its ability to deliver wholesale electric power to its customers and suppliers.

OUR SIGNIFICANT BUSINESS OPERATIONS OUTSIDE THE UNITED STATES EXPOSE US TO
LEGAL, TAX, CURRENCY, INFLATION, CONVERTIBILITY AND REPATRIATION RISKS, AS
WELL AS POTENTIAL CONSTRAINTS ON THE DEVELOPMENT AND OPERATION OF OUR
POTENTIAL BUSINESS, ANY OF WHICH CAN LIMIT THE BENEFITS TO US OF EVEN A
SUCCESSFUL FOREIGN PROJECT.

A key component of our business strategythe Company may either incur additional costs or forego revenues. Conversely, improvements to certain transmission systems could also reduce revenues.
NRG depends on transmission facilities owned and operated by others to deliver the wholesale power it sells from the Company's power generation plants to its customers. If transmission is disrupted, or if the developmenttransmission capacity infrastructure is inadequate, NRG's ability to sell and acquisition
of projects outside the United States in areas such as the United Kingdom,
Australia, Central Europe and Latin America. The

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economic and political conditions in many of the countries where we have
interests or in which we are ordeliver wholesale power may be exploring development or acquisition
opportunities present risksadversely impacted. If a region's power transmission infrastructure is inadequate, the Company's recovery of delays in permittingwholesale costs and licensing, construction
delays and interruption of business, as well as risks of war, expropriation,
nationalization, renegotiation or nullification of existing contracts and
changes in law or tax policy, that are greater than similar risks inprofits may be limited. If restrictive transmission price regulation is imposed, the United
States. The uncertainty of the legal environment in certain foreign countries in
which we may develop or acquire projects could make it more difficult to obtain
non-recourse project financing on suitable terms and could impair our ability to
enforce our rights under agreements relating to these projects.

Operations in foreign countries also can present currency exchange,
inflation, convertibility and repatriation risks. In countries in which we may
develop or acquire projects in the future, economic and monetary conditions and
other factors could affect our ability to convert our earnings to United States
dollars or other acceptable currencies or to move funds offshore from such
countries. Furthermore, the central bank of any foreign country may have the
authority in certain circumstances to suspend, restrict or otherwise impose
conditions on foreign exchange transactions or to approve distributions to
foreign investors. Although we generally seek to structure our power purchase
agreements and other project revenue agreements to provide for payments to be
made in, or indexed to, United States dollars or a currency freely convertible
into United States dollars, we can offer no assurance that we will be able to
achieve this structure in all cases or that a power purchaser or other customer
will be able to obtain acceptable currency to pay their obligations.

As part of privatizations or other international acquisition opportunities,
we may make investments in ancillary businesses not directly related to power
generation, thermal energy production and transmission or resource recovery and
in which our managementcompanies may not have had prior experience. In such cases, our
policy issufficient incentive to invest with partners having the necessary expertise. However, we
can offer no assurance that such personsin expansion of transmission infrastructure. The Company cannot also predict whether transmission facilities will be available as co-venturersexpanded in every case.specific markets to accommodate competitive access to those markets.
In addition, as a condition to participating in privatizationscertain of the markets in which NRG operates, energy transmission congestion may occur and refurbishments of formerly state-owned businesses, wethe Company may be requireddeemed responsible for congestion costs if it schedules delivery of power between congestion zones during times when congestion occurs between the zones. If NRG were liable for such congestion costs, the Company's financial results could be adversely affected.

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The Company has a significant amount of generation located in load pockets, making that generation valuable, particularly with respect to undertake transitional obligations relating to union contracts, employment
levels and benefits obligations for employees, which could prevent or delaymaintaining the achievement of desirable operating efficiencies and financial performance.

THE LOY YANG FACILITY IN WHICH WE HAVE INVESTED IS EXPERIENCING FINANCIAL
DIFFICULTIES BECAUSE OF LOWER THAN EXPECTED WHOLESALE POWER PRICES, WHICH
COULD RESULT IN AN EVENT OF DEFAULT UNDER ITS LOAN AGREEMENTS.

Energy prices in the Victoria, Australia wholesale power market into which
our Loy Yang facility sells its power have been significantly lower than we had
expected when we acquired our interest in the facility. As a result, the Loy
Yang project company is currently prohibited by its loan agreements from making
equity distributions to the project owners. Based on our current power price
projections, we expect that the Loy Yang project company will fail to meet
required coverage ratios under its loan agreements beginning in the third
quarter of 2001, which constitutes an event of default. Moreover, if market
prices in Victoria continue at current levels, which are below our current power
price projections, we expect that the Loy Yang project company will be unable to
service its long-term debt obligations beginning in the first quarter of 2002.
In either case, absent a restructuringreliability of the project company's debt,transmission grid. Expansion of transmission systems to reduce or eliminate these load pockets could negatively impact the project company's lenders would be allowed to acceleratevalue or profitability of the project company's
indebtedness. We could be required to write-off all orCompany's existing facilities in these areas.
Because NRG owns less than a significant portionmajority of our U.S.$250 million investment in this project as a result of such
acceleration, a determination by the project company that a write-downsome of its assets is required or our determination that we would not be able to recover our
investment inproject investments, the project.

RISKS RELATING TO OUR CORPORATE AND FINANCIAL STRUCTURE

BECAUSE WE OWN LESS THAN 100% OF SOME OF OUR PROJECT INVESTMENTS, WE CANNOT
EXERCISE COMPLETE CONTROL OVER THEIR OPERATIONS.

We haveCompany cannot exercise complete control over their operations.
NRG has limited control over the development, construction, acquisition or operation of some project investments and joint ventures because ourthe Company's investments are in projects where weit beneficially ownowns less than 50%a majority of the ownership interests. A substantial portion of our future investments in international
projects
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may also take the form of minority interests. We seekNRG seeks to exert a degree of influence with respect to the management and operation of projects in which we
ownit owns less than 50%a majority of the ownership interests by negotiating to obtain positions on management committees or to receive certain limited governance rights, such as rights to veto significant actions. However, wethe Company may not always succeed in such negotiations. WeNRG may be dependent on ourits co-venturers to construct and operate such projects. OurThe Company's co-venturers may not have the level of experience, technical expertise, human resources management and other attributes necessary to construct and operate these projects.projects optimally. The approval of co-venturers also may be required for usNRG to receive distributions of funds from projects or to transfer ourthe Company's interest in projects.

WE REQUIRE SIGNIFICANT AMOUNTS OF CAPITAL TO GROW OUR BUSINESS AND OUR
FUTURE ACCESS TO SUCH FUNDS IS UNCERTAIN.

We
The GenOn Merger may not achieve its anticipated results, and NRG may be unable to integrate the operations of GenOn in the manner expected.
NRG and GenOn entered into the GenOn Merger Agreement with the expectation that the GenOn Merger will result in various benefits, including, among other things, cost savings and operating efficiencies. Achieving the anticipated benefits of the GenOn Merger depends on whether the businesses of NRG and GenOn can be integrated in an efficient and effective manner. The integration process could take longer than anticipated and could result in the loss of valuable employees, the disruption of NRG's businesses, processes and systems or inconsistencies in standards, controls, procedures, practices, policies and compensation arrangements, any of which could adversely affect the Company's ability to achieve the anticipated benefits of the GenOn Merger. NRG may have difficulty addressing possible differences in corporate cultures and management philosophies. Failure to achieve these anticipated benefits could result in increased costs or decreases in the amount of expected revenues and could adversely affect NRG's future business, financial condition, operating results and prospects.
Future acquisition activities may have adverse effects.
NRG may seek to acquire additional companies or assets in the Company's industry or which complement the Company's industry. The acquisition of companies and assets is subject to substantial risks, including the failure to identify material problems during due diligence, the risk of over-paying for assets, the ability to retain customers and the inability to arrange financing for an acquisition as may be required or desired. Further, the integration and consolidation of acquisitions requires substantial human, financial and other resources and, ultimately, the Company's acquisitions may not be successfully integrated. There can be no assurances that any future acquisitions will perform as expected or that the returns from such acquisitions will support the indebtedness incurred to acquire them or the capital expenditures needed to develop them.
NRG's business is subject to substantial governmental regulation and may be adversely affected by legislative or regulatory changes, as well as liability under, or any future inability to comply with, existing or future regulations or requirements.
NRG's business is subject to extensive foreign, and U.S. federal, state and local laws. Compliance with the requirements under these various regulatory regimes may cause the Company to incur significant additional costs, and failure to comply with such requirements could result in the shutdown of the non-complying facility, the imposition of liens, fines, and/or civil or criminal liability.

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Public utilities under the Federal Power Act, or FPA, are required to obtain Federal Energy Regulatory Commission, or the FERC, acceptance of their rate schedules for wholesale sales of electricity. Except for the Electric Reliability Council of Texas, or ERCOT, generating facilities and power marketers, all of NRG's non-qualifying facility generating companies and power marketing affiliates in the U.S. make sales of electricity in interstate commerce and are public utilities for purposes of the FPA. The FERC has granted each of NRG's generating and power marketing companies that make sales of electricity outside of ERCOT the authority to sell electricity at market-based rates. The FERC's orders that grant NRG's generating and power marketing companies market-based rate authority reserve the right to revoke or revise that authority if the FERC subsequently determines that NRG can exercise market power in transmission or generation, create barriers to entry, or engage in abusive affiliate transactions. In addition, NRG's market-based sales are subject to certain market behavior rules, and if any of NRG's generating and power marketing companies were deemed to have violated one of those rules, they are subject to potential disgorgement of profits associated with the violation and/or suspension or revocation of their market-based rate authority. If NRG's generating and power marketing companies were to lose their market-based rate authority, such companies would be required to obtain the FERC's acceptance of a cost-of-service rate schedule and could become subject to the accounting, record-keeping, and reporting requirements that are imposed on utilities with cost-based rate schedules. This could have an adverse effect on the rates NRG charges for power from its facilities.
NRG is also affected by legislative and regulatory changes, as well as changes to market design, market rules, tariffs, cost allocations, and bidding rules that occur in the existing ISOs. The ISOs that oversee most of the wholesale power markets impose, and in the future may continue to impose, mitigation, including price limitations, offer caps, and other mechanisms to address some of the volatility and the potential exercise of market power in these markets. These types of price limitations and other regulatory mechanisms may have an adverse effect on the profitability of NRG's generation facilities that sell energy and capacity into the wholesale power markets.
The regulatory environment has undergone significant changes in the last several years due to state and federal policies affecting wholesale and retail competition and the creation of incentives for the addition of large amounts of new renewable generation and, in some cases, transmission. These changes are ongoing and the Company cannot predict the future design of the wholesale power markets or the ultimate effect that the changing regulatory environment will have on NRG's business. In addition, in some of these markets, interested parties have proposed material market design changes, including the elimination of a single clearing price mechanism, as well as proposals to re-regulate the markets or require divestiture by generating companies to reduce their market share. Other proposals to re-regulate may be made and legislative or other attention to the electric power market restructuring process may delay or reverse the deregulation process. If competitive restructuring of the electric power markets is reversed, discontinued, or delayed, the Company's business prospects and financial results could be negatively impacted.
NRG cannot predict at this time the outcome of the ongoing efforts by the U.S. Commodity Futures Trading Commission, or CFTC, to implement the Dodd-Frank Act and to increase the regulation of over-the-counter derivatives including those related to energy commodities. The CFTC efforts are seeking, among other things, increased clearing of such derivatives through clearing organizations and the increased standardization of contracts, products, and collateral requirements. Such changes could negatively impact NRG's ability to hedge its portfolio in an efficient, cost-effective manner by, among other things, limiting NRG's ability to utilize liens as collateral and decreasing liquidity in the forward commodity markets. The Company expects that in 2013 the CFTC will clarify the scope of the Dodd-Frank Act and issue final rules concerning margin requirements for transactions and other issues that will affect the Company's over-the-counter derivatives trading.

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NRG's ownership interest in a nuclear power facility subjects the Company to regulations, costs and liabilities uniquely associated with these types of facilities.
Under the Atomic Energy Act of 1954, as amended, or AEA, operation of South Texas Project, or STP, nuclear generating facility, of which NRG indirectly owns a 44.0% interest, is subject to regulation by the NRC. Such regulation includes licensing, inspection, enforcement, testing, evaluation and modification of all aspects of nuclear reactor power plant design and operation, environmental and safety performance, technical and financial qualifications, decommissioning funding assurance and transfer and foreign ownership restrictions. NRG's 44% share of the output of STP represents approximately 1,175 MW of generation capacity.
There are unique risks to owning and operating a nuclear power facility. These include liabilities related to the handling, treatment, storage, disposal, transport, release and use of radioactive materials, particularly with respect to spent nuclear fuel, and uncertainties regarding the ultimate, and potential exposure to, technical and financial risks associated with modifying or decommissioning a nuclear facility. The NRC could require the shutdown of the plant for safety reasons or refuse to permit restart of the unit after unplanned or planned outages. New or amended NRC safety and regulatory requirements may give rise to additional operation and maintenance costs and capital expenditures. STP may be obligated to continue storing spent nuclear fuel if the U.S. DOE continues to fail to meet its contractual obligations to STP made pursuant to the U.S. Nuclear Waste Policy Act of 1982 to accept and dispose of STP's spent nuclear fuel. See also Item 1—Environmental Matters—U.S. Federal Environmental Initiatives—Nuclear Waste for further discussion. Costs associated with these risks could be substantial and have a material adverse effect on NRG's results of operations, financial condition or cash flow. In addition, to the extent that all or a part of STP is required by the NRC to permanently or temporarily shut down or modify its operations, or is otherwise subject to a forced outage, NRG may incur additional costs to the extent it is obligated to provide power from more expensive alternative sources—either NRG's own plants, third party generators or the ERCOT—to cover the Company's then existing forward sale obligations. Such shutdown or modification could also lead to substantial costs related to the storage and disposal of radioactive materials and spent nuclear fuel.
While STP maintains property and liability insurance for losses related to nuclear operations, there may be limitations on the amounts and types of insurance commercially available. An accident at STP or another nuclear facility could have a material adverse effect on NRG's financial condition, its operational results, or liquidity as losses may exceed the insurance coverage available and/or may result in the obligation to pay retrospective premium obligations.
NRG is subject to environmental laws that impose extensive and increasingly stringent requirements on the Company's ongoing operations, as well as potentially substantial liabilities arising out of environmental contamination. These environmental requirements and liabilities could adversely impact NRG's results of operations, financial condition and cash flows.
NRG is subject to the environmental laws of foreign and U.S., federal, state and local authorities. The Company must comply with numerous environmental laws and obtain numerous governmental permits and approvals to build and operate the Company's plants. Should NRG fail to comply with any environmental requirements that apply to its operations, the Company could be subject to administrative, civil and/or criminal liability and fines, and regulatory agencies could take other actions seeking to curtail the Company's operations. In addition, when new requirements take effect or when existing environmental requirements are revised, reinterpreted or subject to changing enforcement policies, NRG's business, results of operations, financial condition and cash flows could be adversely affected.
Environmental laws and regulations have generally become more stringent over time, and the Company expects this trend to continue. Regulations currently under revision by the United State Environmental Protection Agency, or EPA, including the 316(b) rule to mitigate impact by once-through cooling, could result in more stringent standards or reduced compliance flexibility. While the NRG fleet employs advanced controls, new regulations to address the ever more stringent National Ambient Air Quality Standards, limit greenhouse gas emissions, or GHGs, or restrict ash handling at coal-fired power plants could also further affect plant operations.

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Policies at the national, regional and state levels to regulate GHG emissions, as well as climate change, could adversely impact NRG's results of operations, financial condition and cash flows.
NRG's GHG emissions for 2012 can be found in Item 1,Business—Environmental Matters, of our 2012 Form 10-K. The impact of further legislation or regulation of GHGs on the Company's financial performance will depend on a number of factors, including the level of GHG standards, the extent to which mitigation is required, the applicability of offsets, and the extent to which NRG would be entitled to receive CO2 emissions credits without having to purchase them in an auction or on the open market.
The Company operates generating units in Connecticut, Delaware, Maryland, Massachusetts, and New York that are subject to RGGI, which is a regional cap and trade system. In February 2013, RGGI, Inc. released a model rule that if adopted by the member states would reduce the number of allowances available and potentially increase the price of each allowance. Each of these states has proposed a rule that would reduce the number of allowances, which we believe would increase the price of each allowance. If adopted, the proposed rule could adversely impact NRG's results of operations, financial condition and cash flows.
The California CO2 cap and trade program for electric generating units greater than 25 MW commenced in 2013. The impact on the Company depends on the cost of the allowances and the ability to pass these costs through to customers.
GHG emissions from power plants are regulated under various section of the Clean Air Act. In 2012, EPA proposed stringent standards for GHG emissions from certain new fossil-fueled electric generating units (simple-cycle CTs are not covered). The proposed standard is in effect until the rule is finalized or re-proposed. EPA has released a pre-publication version of its re-proposed rule for new units, which we expect will be published in the fourth quarter of 2013. The re-proposal is expected to include simple cycle CTs that exceed a certain capacity factor and is expected to create a different but still stringent standard for coal-fired units. The Company expects EPA to issue another rule that will require continuedstates to develop CO2 standards that would apply to existing fossil-fueled generating facilities at some future date. This rule could adversely impact NRG's results of operations, financial condition and cash flows.
Hazards customary to the power production industry include the potential for unusual weather conditions, which could affect fuel pricing and availability, the Company's route to market or access to debtcustomers, i.e., transmission and equity capital from outside
sourcesdistribution lines, or critical plant assets. To the extent that climate change contributes to the frequency or intensity of weather related events, NRG's operations and planning process could be impacted.
NRG's business, financial condition and results of operations could be adversely impacted by strikes or work stoppages by its unionized employees or inability to replace employees as they retire.
As of December 31, 2012, approximately 51% of NRG's employees at its U.S. generation plants were covered by collective bargaining agreements. In the event that the Company's union employees strike, participate in a work stoppage or slowdown or engage in other forms of labor strife or disruption, NRG would be responsible for procuring replacement labor or the Company could experience reduced power generation or outages. NRG's ability to procure such labor is uncertain. Strikes, work stoppages or the inability to negotiate future collective bargaining agreements on acceptablefavorable terms could have a material adverse effect on the Company's business, financial condition, results of operations and cash flow. In addition, a number of the Company's employees at NRG's plants are close to retirement. The Company's inability to replace those workers could create potential knowledge and expertise gaps as those workers retire.

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Changes in ordertechnology may impair the value of NRG's power plants.
Research and development activities are ongoing to assureprovide alternative and more efficient technologies to produce power, including "clean" coal and coal gasification, wind, photovoltaic (solar) cells, energy storage, and improvements in traditional technologies and equipment, such as more efficient gas turbines. Advances in these or other technologies could reduce the successcosts of power production to a level below what the Company has currently forecasted, which could adversely affect its cash flow, results of operations or competitive position.
Risks that are beyond NRG's control, including but not limited to acts of terrorism or related acts of war, natural disaster, hostile cyber intrusions or other catastrophic events could have a material adverse effect on NRG's financial condition, results of operations and cash flows.
NRG's generation facilities and the facilities of third parties on which they rely may be targets of terrorist activities, as well as events occurring in response to or in connection with them, that could cause environmental repercussions and/or result in full or partial disruption of the facilities ability to generate, transmit, transport or distribute electricity or natural gas. Strategic targets, such as energy-related facilities, may be at greater risk of future projectsterrorist activities than other domestic targets. Hostile cyber intrusions, including those targeting information systems as well as electronic control systems used at the generating plants and acquisitions, includingfor the planned Conectiv acquisition. Ourdistribution systems, could severely disrupt business operations and result in loss of service to customers, as well as significant expense to repair security breaches or system damage. Any such environmental repercussions or disruption could result in a significant decrease in revenues or significant reconstruction or remediation costs, beyond what could be recovered through insurance policies which could have a material adverse effect on the Company's financial condition, results of operations and cash flow.
NRG's level of indebtedness could adversely affect its ability to raise additional capital to fund its operations, or return capital to stockholders. It could also expose it to the risk of increased interest rates and limit its ability to react to changes in the economy or its industry.
NRG's substantial debt could have negative consequences, including:
•
increasing NRG's vulnerability to general economic and industry conditions;

•
requiring a substantial portion of NRG's cash flow from operations to be dedicated to the payment of principal and interest on its indebtedness, therefore reducing NRG's ability to pay dividends to holders of its preferred or common stock or to use its cash flow to fund its operations, capital expenditures and future business opportunities;

•
limiting NRG's ability to enter into long-term power sales or fuel purchases which require credit support;

•
exposing NRG to the risk of increased interest rates because certain of its borrowings, including borrowings under its senior secured credit facility, are at variable rates of interest;

•
limiting NRG's ability to obtain additional financing for working capital including collateral postings, capital expenditures, debt service requirements, acquisitions and general corporate or other purposes; and

•
limiting NRG's ability to adjust to changing market conditions and placing it at a competitive disadvantage compared to its competitors who have less debt.
The indentures for NRG's notes and senior secured credit facility contain financial and other restrictive covenants that may limit the Company's ability to return capital to stockholders or otherwise engage in activities that may be in its long-term best interests. NRG's failure to comply with those

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covenants could result in an event of default which, if not cured or waived, could result in the acceleration of all of the Company's indebtedness.
In addition, NRG's ability to arrange debt financing, either at the corporate-levelcorporate level or onat a non-recourse project-level basissubsidiary, and the costs of such capital, are dependent on numerous factors, including:

-
•
general economic and capital market conditions,

- conditions;

•
credit availability from banks and other financial institutions,

- institutions;

•
investor confidence in us, ourNRG, its partners and the regional wholesale power markets,

- markets;

•
NRG's financial performance and the financial performance of its subsidiaries;

•
NRG's level of indebtedness and compliance with covenants in debt agreements;

•
maintenance of acceptable credit ratings,

- the success of current projects,

- the perceived quality of new projects,ratings;

•
cash flow; and

•
provisions of tax and securities laws that may impact raising capital in
this manner.

In order to access capital on a substantially non-recourse basis in the future,
we may have to make larger equity investments in, or provide more financial
support for, our project subsidiaries. We alsocapital.
NRG may not be successful in structuring future financing for our projects on a substantially non-recourse
basis.

To date, the equityobtaining additional capital for our projects has been provided by equity
contributions from Northern States Power, internally-generated cash flow from
our projects andthese or other borrowings. We cannot assure you that Northern States
Power will continuereasons. The failure to provideobtain additional equity capital to us or permit us to
raise additional equity capital from others. Any inabilitytime to raise additional
equity capital will restrict our ability to execute our growth strategy.

WE HAVE SUBSTANTIAL INDEBTEDNESS, WHICH COULD LIMIT OUR ABILITY TO GROW AND
OUR FLEXIBILITY IN OPERATING OUR PROJECTS.

As of March 31, 2000, we had total recourse debt of $1,774 million, with an
additional $2,325 million of non-recourse debt appearing on our balance sheet.
The percentage of our total recourse debt to recourse debt and equity was 67.0%
as of March 31, 2000. The substantial amount of debt that we have and the debt
of our project subsidiaries and project affiliates presents the risk that we
might not generate sufficient cash to service our indebtedness, and that our
leveraged capital structure could limit our ability to finance the acquisition
and development of additional projects, to compete effectively, to operate
successfully under adverse economic conditions and to fully implement our
strategy.

In addition, our lenderstime may accelerate our credit facilities and public
debt instruments upon the occurrence of events of default or if we undergo a
change of control. Because Northern States Power will control % of the
total voting power of the common stock and the class A common stock, we will
have no ability to prevent a change of control. If our indebtedness is
accelerated, we could be forced into bankruptcy, and you could lose your entire
investment.

Although we expect that the cash available from our domestic operations and
the repayment of loans made to our foreign affiliates will be sufficient to
service our corporate-level indebtedness, there can be no assurance that these
funds will be sufficient to make corporate-level debt payments as and when due.
If we
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elect to repatriate cash from foreign subsidiaries or affiliates to make these
payments in case of such a shortfall, then we may incur United States taxes, net
of any available foreign tax credits, on the repatriation of such foreign cash.

WE HAVE GUARANTEED OBLIGATIONS AND LIABILITIES OF OUR PROJECT SUBSIDIARIES
AND AFFILIATES WHICH WOULD BE DIFFICULT FOR US TO SATISFY IF THEY ALL CAME
DUE SIMULTANEOUSLY.

In 20 of our projects, we have executed guarantees of the project
affiliate's indebtedness, equity or operating obligations. In addition, in
connection with the purchase and sale of fuel, emission allowances and power
generation products to and from third parties with respect to the operation of
some of our generation facilities, we are required to guarantee a portion of the
obligations of certain of our subsidiaries. These guarantees totaled
approximately $557 million as of March 31, 2000. We may not be able to satisfy
all of these guarantees and other obligations if they were to come due at the
same time, which would have a material adverse effect on us.

OUR HOLDING COMPANY STRUCTURE LIMITS OUR ACCESS TO THE FUNDS OF PROJECT
SUBSIDIARIES WHICH WE WILL NEED IN ORDER TO SERVICE OUR CORPORATE-LEVEL
INDEBTEDNESS.

Substantiallyits business and operations.
Goodwill and/or other intangible assets not subject to amortization that NRG has recorded in connection with its acquisitions are subject to mandatory annual impairment evaluations and as a result, the Company could be required to write off some or all of our operationsthis goodwill and other intangible assets, which may adversely affect the Company's financial condition and results of operations.
In accordance with ASC 350, Intangibles—Goodwill and Other, or ASC 350, goodwill is not amortized but is reviewed annually or more frequently for impairment and other intangibles are conducted by our project
subsidiariesalso reviewed at least annually or more frequently, if certain conditions exist, and project affiliates. Our cash flow and our ability to service
our corporate-level indebtedness when due is dependent upon our receiptmay be amortized. Any reduction in or impairment of cash
dividends and distributionsthe value of goodwill or other transfers from our projectsintangible assets will result in a charge against earnings which could materially adversely affect NRG's reported results of operations and other
subsidiaries. The debt agreements of our subsidiaries and project affiliates
generally restrict their ability to pay dividends, make distributions or
otherwise transfer funds to us. In addition, a substantial amount of the assets
of our project subsidiaries and project affiliates has been pledged as
collateral under their debt agreements.

Our subsidiaries and project affiliates are separate and distinct legal
entities that have no obligation, contingent or otherwise, to pay any amounts
due under our indebtedness or to make any funds available to us, whether by
dividends, loans or other payments, and they do not guarantee the payment of our
corporate-level indebtedness. We own less than 50% of the ownership interestsfinancial position in many of our foreign projects, and therefore we are unable to unilaterally cause
dividends or distributionsfuture periods.
A valuation allowance may be required for NRG's deferred tax assets.
A valuation allowance may need to be made from these operations.

WE ARE CONTROLLED BY NORTHERN STATES POWER COMPANY. NORTHERN STATES POWER
MAY NOT ALWAYS EXERCISE ITS CONTROL INrecorded against deferred tax assets that the Company estimates are more likely than not to be unrealizable, based on available evidence at the time the estimate is made. A WAY THAT BENEFITS OUR PUBLIC
STOCKHOLDERS.

Northern States Power will hold approximately % ofvaluation allowance related to deferred tax assets can be affected by changes to tax laws, statutory tax rates and future taxable income levels. In the total voting
power ofevent that the common stock and the class A common stock following this offering.
Accordingly, without the approval of the holders of our common stock, Northern
States Power willCompany determines that it would not be able to control the vote onrealize all matters submitted toor a vote
of the stockholders and in particular be able to elect all our directors, amend
our certificate of incorporation or effect a merger, sale of assets, or other
major corporate transaction, defeat any non-negotiated takeover attempt,
determine the amount and timing of dividends paid on common stock, and otherwise
control our management and operations and the outcome of all matters submitted
for a stockholder vote. In circumstances involving a conflict of interest
between Northern States Power, as the controlling stockholder, on the one hand,
and our other stockholders on the other, we can offer no assurance that Northern
States Power would not exercise its power to control us in a manner that would
benefit Northern States Power to the detriment of our other stockholders.

In addition, Northern States Power may enter into credit agreements,
indentures or other contracts which limit the activitiesportion of its subsidiaries.
While we would not likely be contractually bound by these limitations, Northern
States Power would likely cause its representatives on our board to direct our
business so as not to breach any of these agreements.

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OUR CERTIFICATE OF INCORPORATION AND BYLAW PROVISIONS, AND SEVERAL OTHER
FACTORS, COULD LIMIT ANOTHER PARTY'S ABILITY TO ACQUIRE US AND COULD
DEPRIVE YOU OF THE OPPORTUNITY TO OBTAIN A TAKEOVER PREMIUM FOR YOUR SHARES
OF COMMON STOCK.

A number of provisions that are in our certificate of incorporation and
bylaws will make it difficult for another company to acquire us and for you to
receive any related takeover premium for your shares. For example, our
certificate of incorporation allows our board of directors to issue up to
preferred shares without a stockholder vote and provides that
stockholders may not act by written consent and may not call a special meeting.
In addition, our capital structure may deter a potential change in control,
because our voting power will be concentrated in our class A common stock.
Furthermore, we have adopted a "poison-pill" or investor rights plan designed to
make certain that offers for the shares of our common stock can be thoroughly
considered by all parties.

POTENTIAL CONFLICTS OF INTEREST WITH OUR CONTROLLING STOCKHOLDER MAY BE
RESOLVED IN A MANNER THAT IS ADVERSE TO US.

Northern States Power, our controlling stockholder, and directors and
officers of Northern States Power and its subsidiaries who may be our directors,
are in positions involving the possibility of conflicts of interest with respect
to transactions in which both we and Northern States Power have an interest. We
can offer no assurance that any such conflict will be resolved in our favor.

THE PENDING MERGER OF NORTHERN STATES POWER AND NEW CENTURY ENERGIES WILL
CONSTRAIN THE CONDUCT OF OUR BUSINESS.

It is expected that the pending merger of Northern States Power and New
Century Energies will be accounted for as a "pooling of interest." In accordance
with the "pooling of interest" rules, neither company can alter their equity
interests or dispose of a material portion of their assets through the date of
the merger and for a period of time thereafter. These constraints may limit our
flexibility to conduct our business as we otherwise would absent such
constraints.

After the merger, the shares of our class A common stock that are owned by
Northern States Power will be owned by a wholly-owned subsidiary of the
surviving corporation in the merger, Xcel Energy. Xcel Energy will be subject to
the provisions of various energy-related laws and regulations, including the
Public Utility Holding Company Act of 1935 ("PUHCA"), and, in turn, we will be
subject to constraints imposed by PUHCA. See "Business -- Energy Regulation in
the United States".

IF NORTHERN STATES POWER COULD NOT CONSOLIDATE US ON THEIR UNITED STATES
FEDERAL INCOME TAX RETURNS, WE COULD LOSE THE REIMBURSEMENT WE RECEIVE FOR
TAX BENEFITS.

We are a member of Northern States Power's consolidated tax group for
purposes of United States federal income taxes. We have generated significantnet deferred tax assets in the past from which Northern States Power has been ablefuture, the Company would reduce such amounts through a charge to benefit. We received, subject to possible adjustment, $13.4 million for the year
ended December 31, 1999 for the use of such benefits. If Northern States Power
owns less than 80% of our voting power, or equity securities representing less
than 80% of our value, or cannot generate substantial taxable income to utilize
such tax benefits, we will no longer receive a cash reimbursement for these
benefits on a dollar-for-dollar basis and we may not be able to use all of the
benefits immediately.

RISKS RELATING TO OUR INDUSTRY

OUR BUSINESS IS SUBJECT TO SUBSTANTIAL GOVERNMENTAL REGULATION AND
PERMITTING REQUIREMENTS AND MAY BE ADVERSELY AFFECTED BY ANY FUTURE
INABILITY TO COMPLY WITH EXISTING OR FUTURE REGULATIONS OR REQUIREMENTS.

In General. Our business is subject to extensive energy, environmental and
other laws and regulations of federal, state and local authorities. We generally
are required to obtain and comply with a wide variety of licenses, permits and
other approvals in order to operate our facilities. We may incur

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18

significant additional costs because of our compliance with these requirements.
If we fail to comply with these requirements, we could be subject to civil or
criminal liability and the imposition of liens or fines. In addition, existing
regulations may be revised or reinterpreted, new laws and regulations may be
adopted or become applicable to us or our facilities, and future changes in laws
and regulation may have a detrimental effect on our business.

Energy Regulation. PUHCA and the Federal Power Act ("FPA") regulate public
utility holding companies and their subsidiaries and place certain constraints
on the conduct of their business. The Public Utilities Regulatory Policies Act
of 1978 ("PURPA") provides to qualifying facilities ("QFs") exemptions from
federal and state laws and regulations, including PUHCA and the FPA. The Energy
Policy Act in 1992 also provides relief from regulation under PUHCA to exempt
wholesale generators ("EWGs") and foreign utility companies ("FUCOs").
Maintaining our status as a QF, EWG or FUCO is conditioned on our continuing to
meet statutory criteria, and could be jeopardized, for example, by the making of
retail sales by a project in violation of the requirements of the Energy Policy
Act. Until the completion of the merger between Northern States Power and New
Century Energies, we are not and will not be subject to regulation as a holding
company under PUHCA as long as the domestic power plants we own are QFs under
PURPA or are EWGs, and as long as our foreign utility operations are exempted as
EWGs or foreign utility companies or are otherwise exempted under PUHCA;
thereafter, we will be subject to the regulations described in
"Business -- Energy Regulationexpense in the United States."

Environmental Regulation. In acquiring many of our facilities, we assumed
on-site liabilities associated with the environmental condition of those
facilities, regardless of when such liabilities arose and whether known or
unknown, andperiod in some cases agreed to indemnify the former owners of those
facilities for on-site environmental liabilities. We may not at all times be in
compliance with all applicable environmental laws and regulations. Steps to
bring our facilities into compliance could be prohibitively expensive, and may
cause us to be unable to pay our debts when due. Moreover, environmental laws
and regulations can change.

For example, on October 14, 1999, Governor Pataki of New York announcedwhich that hedetermination was ordering the New York Department of Environmental Conservation to
require further reductions of sulphur dioxide and nitrogen oxides emissions from
New York power plants, beyond thatmade, which is required under current federal and
state law. These reductions would be phased in between January 1, 2003 and
January 1, 2007. Compliance with these emissions reductions requirements, if
they become effective, could have a material adverse impact on the operationCompany's financial condition and results of someoperations.
Volatile power supply costs and demand for power could adversely affect the financial performance of our facilities locatedNRG's retail energy businesses.
Although NRG is the primary provider of the supply requirements for NRG's retail energy businesses, or the Retail Business, the Retail Business purchases a significant portion of its supply requirements from third parties. As a result, financial performance depends on its ability to obtain adequate supplies of electric generation from third parties at prices below the prices it charges its customers. Consequently, the Company's earnings and cash flows could be adversely affected in any period in which the State of New York. In addition, the
Connecticut legislature has in the past considered, but rejected, legislation
that would require older electrical generation stations to comply with more
stringent pollution standards than are currently in effect in Connecticut for
nitrogen oxides and sulphur dioxide emissions. Currently, legislation is being
debated in the Connecticut legislature that could require our Connecticut
facilities to rely on more expensive fuels or install additional air pollution
control equipment. If such legislation were to become law without reflecting the
benefit of critical elements of current federal emission reduction initiatives,
such as market based emission trading between sources located across broad
geographical regions, our Connecticut facilities may be placedRetail Business power supply costs rise at a significant
competitive disadvantage.

We are continually ingreater rate than the processrates it charges to

Table of obtaining or renewing federal, state
and local approvals required to operate our facilities. Additional regulatory
approvals may be required in the future due to a change in laws and regulations,
a change in our customers or other reasons. We may not always be able to obtain
all required regulatory approvals, and we may not be able to obtain any
necessary modifications to existing regulatory approvals or maintain all
required regulatory approvals. If there is a delay in obtaining any required
regulatory approvals or if we fail to obtain and comply with any required
regulatory approvals, the operationContents
customers. The price of our facilities or the sale of electricity
to third parties could be prevented or subject to additional costs.

We are subject to environmental investigations and lawsuits both on the
state and federal level. For instance, the Office of the Attorney General of the
State of New York and the New York Department of Environmental Conservation are
investigating physical changes made at the Huntley and Dunkirk facilities

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prior to our assumption of ownership. The Attorney General has alleged that
these changes represent major modifications undertaken without obtaining the
required permits. Although we have a right to indemnification by the previous
owner for penalties resulting from the previous owner's failure to comply with
environmental laws and regulations, if these facilities did not comply with the
applicable permit requirements, we could be required, among other things, to
install specified pollution control technology to further reduce pollutant
emissions from the Dunkirk and Huntley facilities, and we could become subject
to fines and penaltiespower supply purchases associated with the period of time we have operated the
facilities. See "Business -- Legal Proceedings."

•
subsequent changes in the lawsuit, and
also issued an administrative orderoverall price of natural gas;

•
daily, monthly or seasonal fluctuations in the price of natural gas relative to the Tennessee Valley Authority12-month forward prices;

•
transmission constraints and the Company's ability to move power to its customers; and

•
changes in market heat rate (i.e., the relationship between power and natural gas prices).
The Company's earnings and cash flows could also be adversely affected in any period in which the demand for similar violations at seven of its power plants. To date, no lawsuits or
administrative actions have been brought against us or any of our subsidiaries
or affiliates or the former owners of our facilities alleging similar
violations, although a subsidiary of Conectiv has received information requestssignificantly varies from the EPA regardingforecasted supply, which could occur due to, among other factors, weather events, competition and economic conditions.
Significant events beyond the DeepwaterCompany's control, such as hurricanes and BL England facilities that we have
agreed to purchase. However, lawsuitsother weather-related problems or administrative actions alleging similar
violations at our facilitiesacts of terrorism, could be filed in the futurecause a loss of load and if successful,
couldcustomers and thus have a material adverse effect on ourthe Company's Retail Business.
The uncertainty associated with events beyond the Company's control, such as significant weather events and the risk of future terrorist activity, could cause a loss of load and customers and may affect the Company's results of operations and financial condition in unpredictable ways. In addition, significant weather events or terrorist actions could damage or shut down the power transmission and distribution facilities upon which the Retail Business is dependent. Power supply may be sold at a loss if these events cause a significant loss of retail customer load.
The Company's Retail Business may lose a significant number of retail customers due to competitive marketing activity by other retail electricity providers which could adversely affect the financial performance of NRG's Retail Business.
The Retail Business faces competition for customers. Competitors may offer lower prices and other incentives, which may attract customers away from the Retail Business. In some retail electricity markets, the principal competitor may be the incumbent retail electricity provider. The incumbent retail electricity provider has the advantage of long-standing relationships with its customers, including well-known brand recognition. Furthermore, the Retail Business may face competition from a number of other energy service providers, other energy industry participants, or nationally branded providers of consumer products and services who may develop businesses that will compete with NRG and its Retail Business.
The Company's Retail Business is subject to the risk that sensitive customer data may be compromised, which could result in an adverse impact to its reputation and/or the results of operations of the Retail Business.
The Retail Business requires access to sensitive customer data in the ordinary course of business. OUR COMPETITION IS INCREASING.Examples of sensitive customer data are names, addresses, account information, historical electricity usage, expected patterns of use, payment history, credit bureau data, credit and debit card account numbers, drivers license numbers, social security numbers and bank account information. The independent power industry is characterized by numerous strongRetail Business may need to provide sensitive customer data to vendors and capable competitors, someservice providers who require access to this information in order to provide services, such as call center operations, to the Retail Business. If a significant breach occurred, the reputation of NRG and the Retail Business may be adversely affected, customer confidence may be diminished, or NRG and the Retail Business may be subject to legal claims, any of which may have more extensive operating experience,
more extensive experience in the acquisition and development of power generation
facilities, larger staffs or greater financial resources than we do. Many of our
competitors also are seeking attractive power generation opportunities, both in
the United States and abroad. This competition may adversely affect our ability
to make investments or acquisitions. In recent years, the independent power
industry has been characterized by increased competition for asset purchases and
development opportunities.

In addition, regulatory changes have also been proposed to increase access
to transmission grids by utility and non-utility purchasers and sellers of
electricity. Industry deregulation may encourage the disaggregation of
vertically integrated utilities into separate generation, transmission and
distribution businesses. As a result, significant additional competitors could
become active in the generation segment of our industry.

WE FACE ONGOING CHANGES IN THE UNITED STATES UTILITY INDUSTRY THAT COULD
AFFECT OUR COMPETITIVENESS.

The United States electric utility industry is currently experiencing
increasing competitive pressures, primarily in wholesale markets, as a result of
consumer demands, technological advances, greater availability of natural
gas-fired generation that is more efficient than our generation facilities and
other factors. The Federal Energy Regulatory Commission ("FERC") has implemented
and continues to propose regulatory changes to increase accesscontribute to the nationwide
transmission grid by utilityloss of customers and non-utility purchasershave a negative impact on the business and/or results of operations.

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Risks Related to this Distribution and sellers of
electricity. In addition, a number of states are considering or implementing
methods to introduce and promote retail competition. Recently, some utilities
have brought litigation aimed at forcing the renegotiation or termination of
power purchase agreements requiring payments to owners of QF projects based upon
past estimates of avoided costOur Common Stock
NRG cannot assure you that are now substantially in excess of market
prices. In the future utilities, with the approval of state public utility
commissions, could seek to abrogate their existing power purchase agreements.

Proposals have been introduced in Congress to repeal PURPA and PUHCA, and
FERC has publicly indicated support for the PUHCA repeal effort. If the repeal
of PURPA or PUHCA occurs, either separately or as part of legislation designed
to encourage the broader introduction of wholesale and retail

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competition, the significant competitive advantages that independent power
producers currently enjoy over certain regulated utility companies would be
eliminated or sharply curtailed, and the ability of regulated utility companies
to compete more directly with independent power companies would be increased. To
the extent competitive pressures increase and the pricing and sale of
electricity assumes more characteristics of a commodity business, the economics
of domestic independent power generation projects may come under increasing
pressure. Deregulation may not only continue to fuel the current trend toward
consolidation among domestic utilities, but may also encourage the
disaggregation of vertically-integrated utilities into separate generation,
transmission and distribution businesses.

In addition, the independent system operators who oversee most of the
wholesale power markets have in the past imposed, and may in the future continue
to impose, price limitations and other mechanisms to address some of the
volatility in these markets. These price limitations and other mechanisms may
adversely impact the profitability of our merchant plants. Given the extreme
volatility and lack of meaningful long-term price history in many of these
markets and the imposition of price limitations by independent system operators,
we can offer no assurance that weit will be able to operate profitablycontinue paying dividends at the current rate.
As noted elsewhere in this prospectus, NRG currently expects to continue to pay quarterly dividends. However, NRG may not continue to pay dividends at the current rate or at all, wholesale power markets.

RISKS RELATING TO THE MARKET FOR OUR COMMON STOCK

OUR COMMON STOCK WILL HAVE LIMITED VOTING POWER.

Our common stock entitlesfor reasons that may include any of the following factors:
•
NRG may not have enough cash to pay such dividends due to changes in NRG's cash requirements, capital spending plans, financing agreements, cash flow or financial position;

•
decisions on whether, when and in which amounts to make any future distributions will remain at all times entirely at the discretion of the NRG board of directors, or Board, which reserves the right to change NRG's dividend practices at any time and for any reason; and

•
NRG may not receive dividend payments from its holderssubsidiaries in the same level that it has historically. The ability of NRG's subsidiaries to one vote formake dividend payments to it is subject to factors similar to those listed above.
NRG's stockholders should be aware that they have no contractual or other legal right to dividends that have not been declared.
Risks Related to the Acquisition
If completed, the acquisition may not achieve its intended results, and NRG may be unable to successfully integrate the assets and operations acquired from EME.
NRG entered into the Purchase Agreement with EME and the Purchaser, on October 18, 2013. Pursuant to the Purchase Agreement, the Purchaser, a wholly owned subsidiary of NRG, agreed to purchase substantially all of the assets of EME with the expectation that the Acquisition will result in various benefits. Achieving the anticipated benefits of the Acquisition is subject to a number of uncertainties, including whether the assets of EME can be integrated in an efficient and effective manner.
It is possible that the integration process could take longer than anticipated and could result in the loss of valuable employees, the disruption of each share,company's ongoing businesses, processes and our
class A common stock entitles its holderssystems or inconsistencies in standards, controls, procedures, practices, policies and compensation arrangements, any of which could adversely affect NRG's ability to ten votes for each share. Upon
completionachieve the anticipated benefits of this offering, class A common stock will constitute %the acquisition. The integration process is subject to a number of our
total outstanding common equityuncertainties, and about % of total voting power and thusno assurance can be given that the anticipated benefits will be ablerealized or, if realized, the timing of their realization. Failure to exercise a controlling influence over our business.

WE CAN OFFER NO ASSURANCE THAT AN ACTIVE PUBLIC MARKET FOR OUR COMMON STOCK
WILL DEVELOP.

Prior toachieve these anticipated benefits could result in increased costs or decreases in the offering, Northern States Power held allamount of our outstanding
common stockexpected revenues and therefore there is no public trading market for our common
stock. We will apply to have our common stock approved for listing on the
. We can offer no assurance that an active public market will
develop or that, if a public market develops, the market price for our common
stock will equal or exceed the public offering price set forth on the cover page
of this prospectus. See "Underwriting."

A SUBSTANTIAL NUMBER OF OUR SHARES WILL BE AVAILABLE FOR FUTURE SALE BY OUR
STOCKHOLDERS, WHICH COULD DEPRESS THE MARKET PRICE OF OUR COMMON STOCK.

Northern States Power owns shares of class A common stock. The
class A common stock is convertible into common stock on a share-for-share basis
and will be converted if sold by Northern States Power to a third party. We have
agreed, if so requested by Northern States Power, to file registration
statements and take other steps to enable Northern States Power to sell any
shares of common stock held by it. Northern States Power has agreed with the
underwriters, subject to certain exceptions, not to sell any shares of common
stock for a period of 180 days following the date of this prospectus. Any sales
of substantial amounts of common stock could adversely affect the prevailing
market pricescombined company's future business, financial condition, operating results and prospects.
The pro forma financial statements included in this prospectus are presented for illustrative purposes only and may not be an indication of NRG's financial condition or results of operations following the acquisition.
The pro forma financial statements contained in this prospectus are presented for illustrative purposes only, are based on various adjustments, assumptions and preliminary estimates and may not be an indication of NRG's financial condition or results of operations following the acquisition for several reasons. See "Unaudited Pro Forma Condensed Combined Financial Statements" beginning on page 28 of this prospectus. The actual financial condition and results of operations of NRG following the acquisition may not be consistent with, or evident from, these pro forma financial statements. In addition, the assumptions used in preparing the pro forma financial information may not prove to be accurate, and other factors may affect NRG's financial condition or results of operations following the acquisition. Any potential decline in NRG's financial condition or results of operations may cause significant variations in the stock price of NRG.

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PLAN OF DISTRIBUTION
On December 17, 2012, EME and certain of its direct and indirect subsidiaries filed voluntary petitions for relief under the Bankruptcy Code in the Bankruptcy Court. EME was deconsolidated from its parent company, EIX, for financial statement purposes but not for tax purposes as of December 17, 2012. On May 2, 2013, certain other subsidiaries of EME filed voluntary petitions for relief under the Bankruptcy Code.
On October 18, 2013, NRG and the Purchaser entered into the Plan Sponsor Agreement with EME, certain of EME's debtor subsidiaries, the Committee, the PoJo Parties (as defined in the Plan Sponsor Agreement) and certain of EME's noteholders that are signatories to such agreement, which provides for the common stock. See "Shares Eligible for Future Sale",
"Relationships and Related Transactions" and "Underwriting".

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USE OF PROCEEDS

The net proceeds from this offering are estimatedparties to be approximately
. Approximately $300 millionpursue confirmation by the Bankruptcy Court of the net proceedsPlan, which will be usedimplement a reorganization of EME and its debtor subsidiaries. Pursuant to repaythe Plan Sponsor Agreement, on October 18, 2013, NRG entered into the Purchase Agreement with EME and the Purchaser, a loan from Citicorp USA, Inc.wholly owned subsidiary of NRG, which provides for the acquisition of substantially all of EME's assets, including its equity interests in certain of its direct subsidiaries and thereby such subsidiaries' assets and liabilities, by the Purchaser upon confirmation of the Plan by the Bankruptcy Court. On , which matures2013, the Bankruptcy Court approved the Plan Sponsor Agreement.
On November , 2013, EME and each of its direct and indirect subsidiaries that filed for relief under the Bankruptcy Code filed the Plan and a related chapter 11 disclosure statement with the Bankruptcy Court in connection with the Acquisition contemplated by the Plan Sponsor Agreement. The Plan was confirmed by the Bankruptcy Court on August 31, 2000 and bears
interest at a floating rate, which at March 31, 2000 was 6.43%. The proceeds
from, 2014.
Pursuant to the Citicorp USA loan were used to fundPurchase Agreement, as described below, a portion of the purchase price to be paid by NRG in exchange for the acquired assets of EME will be paid in newly issued, registered shares of NRG's common stock. The distribution of the Cajun facilities acquirednewly issued shares of NRG common stock will take place in accordance with the terms and conditions of the Plan, and will not occur until the transactions contemplated by us in March 2000.the Plan are consummated and the Plan becomes effective. The remaining net proceedsPlan generally will provide for each of EME's unsecured creditors to receive a pro rata portion of (i) the total amount of the newly issued shares of NRG common stock and (ii) certain cash proceeds. After the distribution under the Plan, creditors of EME that receive shares of NRG common stock pursuant to the Plan will be used for general corporate purposes,
which may include fundingstockholders of capital expenditures and potential acquisitions,
such as the pending acquisitionNRG.
The following is a summary of generation assets from Conectiv, the
development and construction of new facilities and additions to working capital.
Funds not immediately required for such purposes may be used to temporarily
reduce any outstanding balances under our revolving credit facility. The
majoritycertain material terms of the outstanding balance on our revolving credit facility was
borrowedPurchase Agreement and the Plan Sponsor Agreement. This summary does not include a description of all of the terms, conditions and provisions of the Purchase Agreement and the Plan Sponsor Agreement and is qualified by reference to fundthe complete text of the Purchase Agreement and the Plan Sponsor Agreement, which are attached as exhibits to the registration statement of which this prospectus is a part and incorporated by reference herein.
Purchase Agreement
The Purchase Agreement provides for the acquisition by the Purchaser of substantially all of EME's and certain of EME's debtor subsidiaries' assets and the assumption of certain liabilities, other than the acquisition of certain excluded assets and the assumption of certain liabilities. The assets acquired include the outstanding equity interests in certain of EME's direct subsidiaries and thereby such subsidiaries' assets and liabilities, EME's cash and cash equivalents, and EME's interest in substantially all of the other assets used in the operation of EME's and its subsidiaries' businesses. The Purchaser will assume substantially all of the liabilities related to the acquired assets, including, among other things, (1) all liabilities of EME under those certain leveraged leases relating to the Powerton station and Units 7 and 8 of the Joliet station, which EME's indirect subsidiary, Midwest Generation, LLC, or MWG, leases from Connecticut Light & Powerthird-party lessors pursuant to a sale-leaseback transaction completed in August 2000, or the PoJo Leases, other than certain amounts owed by MWG relating to

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past due amounts owing under the PoJo Leases as set forth in the Purchase Agreement; (2) all trade and bears interest atvendor accounts payable and accrued liabilities arising from the operation of EME's and certain of its debtor subsidiaries' businesses prior to the date of the closing of the Acquisition; and (3) all cure amounts and other liabilities of EME and certain of its debtor subsidiaries (other than Chestnut Ridge Energy Company, Edison Mission Energy Services, Inc., Edison Mission Finance Co., Edison Mission Holdings Co., EME Homer City Generation L.P., Homer City Property Holdings, Inc., and Mission Energy Westside, Inc. and certain agreed-upon excluded liabilities).
Purchase Price
Pursuant to the Purchase Agreement, NRG shall pay a floating rate,total purchase price of $2,635 million to be paid by NRG in exchange for the acquired assets of EME, of which was 7.20% at March 31, 2000.

No proceeds$1,063 million consists of this offeringacquired cash. The purchase price is subject to certain adjustments provided in the Purchase Agreement. The Purchase Agreement provides that $350 million of the total purchase price payable by NRG in exchange for the acquired assets of EME will be paid in newly issued, registered shares of NRG's common stock and the remainder will be paid in cash. The price of the shares distributed under this prospectus is $27.62 per share, which price was determined in accordance with the Plan Sponsor Agreement based on the volume-weighted average trading price of such shares over the 20 trading days prior to Northern States Power.

DIVIDEND POLICY

We currently intendOctober 18, 2013. NRG will assume non-recourse debt of approximately $1,545 million, subject to retain future earnings, if any, to fund the
development and growthadjustment, of our business. Therefore, we do not currently
anticipate paying any cash dividendswhich $273 million is associated with assets designated as Non-Core Assets (as defined in the foreseeable future.

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CAPITALIZATION

Capitalization isPurchase Agreement) pursuant to the amount invested in a company andPurchase Agreement.
Closing Conditions
The Purchase Agreement contains customary conditions to closing, including confirmation of the Plan by the Bankruptcy Court, receipt of approval from the FERC, expiration of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, effectiveness of the registration statement of which this prospectus is a common
measurementpart, and approval for listing of the shares registered under this prospectus on the New York Stock Exchange. Pursuant to the PoJo Lease Modifications (as defined in the Purchase Agreement), at the closing of the Acquisition, NRG would (i) replace the existing EME guarantees with NRG guarantees, (ii) replace EME as a party to the tax indemnity agreements relating to the Powerton and Joliet facility leases, and (iii) covenant to make a capital investment in the Powerton and Joliet facilities, provided that NRG will not be obligated to make capital investments in excess of $350 million. In consideration of the foregoing, at the closing of the Acquisition, the estate of EME would retain all liabilities relating to the payment of the Agreed PoJo Cure Amount (as defined in the Purchase Agreement), the intercompany note issued by EME for the benefit of MWG, a debtor subsidiary of EME, would be extinguished, MWG would assume the Powerton and Joliet facility leases and the other operative documents related thereto, as modified by mutual agreement of the parties thereto and all monetary defaults under each lease will be cured at closing.
Covenants
EME may solicit alternative transactions from third parties through December 6, 2013, after which EME may not solicit proposals from or negotiate with any third party. NRG will receive copies of all written bona fide offers received on or after October 18, 2013. If EME's board of directors determines, consistent with its fiduciary duties, that another proposal or proposals is better for EME and its stakeholders than the terms of the Acquisition, or a Superior Proposal, then NRG will have advance notice of EME's intention to terminate the Purchase Agreement. EME may terminate the Purchase Agreement in order to enter into a Superior Proposal at any time prior to entry of a company's size.confirmation order.

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Termination Rights
The table below shows our capitalizationPurchase Agreement and the Plan Sponsor Agreement provide specific termination rights to each party, which include a right to terminate if certain milestone dates are not met, for material breaches of either agreement not cured within a specified period or if EME enters into or seeks approval of a Superior Proposal. Under specified circumstances, including if EME enters into or seeks approval of a Superior Proposal, NRG will be entitled to receive a cash fee of $65 million, or the Termination Fee, and expense reimbursement of all reasonable and documented out-of-pocket expenses, or the Expense Reimbursement, if the Purchase Agreement is terminated. The Termination Fee and the Expense Reimbursement are referred to collectively herein as of
December 31, 1999:

- on an actual basis;

- on a pro forma basis to reflect the acquisitionPlan Sponsor Protections.
Plan Sponsor Agreement
The Plan Sponsor Agreement contains representations and warranties, and covenants of the Cajun facilitiesparties to pursue confirmation of the Plan. The Bankruptcy Court must approve the Plan Sponsor Agreement in March 2000; and

- on a pro forma as adjusted basisorder for the In addition, the Plan Sponsor Agreement delineates when the Plan Sponsor Protections to give effectbecome effective.
Pursuant to the acquisition of
the Cajun facilitiesPlan Sponsor Agreement and the salePurchase Agreement, NRG is required to use reasonable best efforts to cause the registration statement of which this prospectus is a part to become effective on or before closing. NRG's obligation to cause the registration statement of which this prospectus is a part to become effective is subject to customary covenants, representations, warranties and other conditions. NRG is required to use reasonable best efforts to have the registration statement of which this prospectus is a part declared effective as promptly as reasonably practicable after its filing with the SEC and to keep such registration statement effective until at least the thirtieth day after the Plan Effective Date (as defined in the Plan Sponsor Agreement).

USE OF PROCEEDS
Because this is not an offering for cash, we will not receive any proceeds from the issuance of shares of our common stock offered byin this prospectus atregistration. We will use the common stock that we are registering to pay $350 million of the total purchase price for the assets of EME.

DIVIDEND POLICY
On February 28, 2012, NRG announced its intention to initiate an assumed initial public offering
priceannual common stock dividend of $$0.36 per share, and the application of the net proceeds
from the sale, including the repayment of our $300 million loan from
Citicorp USA, after deducting underwriting discounts and commissions and
estimated offering expenses.

The table below does not reflect options to purchase shares of
ourpaid its first quarterly dividend on NRG's common stock underof $0.09 per share on August 15, 2012. On each of November 15, 2012 and February 15, 2013, NRG paid a quarterly dividend on the Company's common stock options grantedof $0.09 per share. On February 27, 2013, NRG announced its intention to employeesincrease the annual common stock dividend to $0.48 per share, and non-employee
directors underon each of May 15, 2013 and August 15, 2013, NRG paid a quarterly dividend on the Company's common stock of $0.12 per share. On October 16, 2013, NRG Long-Term Incentive Plan. You should read this table in
conjunction withdeclared a quarterly dividend on the Company's common stock of $0.12 per share, payable on November 15, 2013, to stockholders of record as of November 1, 2013.

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PRO FORMA FINANCIAL STATEMENTS

Unaudited Pro Forma Condensed Consolidated Combined Financial Statements
The Unaudited Pro Forma Condensed Consolidated Combined Financial Statements, or the pro forma financial statements, combine the historical consolidated financial statements of NRG Energy, Inc., or NRG, and related notes that
are included in this prospectus.

DECEMBER 31, 1999
-------------------------------------
PRO FORMA
ACTUAL PRO FORMA AS ADJUSTED
---------- ---------- -----------
(IN THOUSANDS EXCEPT PER SHARE DATA)

Cash and cash equivalents................................ $ 31,483 $ 31,483 $
Current portion of long-term debt........................ 30,462 30,426
Short-term debt:
Non-recourse (1)....................................... 35,766 35,766
Recourse(2)............................................ 340,000 628,000
Long-term debt
Non-recourse (1)....................................... 1,026,398 1,826,398
Recourse (2)........................................... 915,000 915,000
Stockholders' equity:
Preferred stock........................................ -- --
Common stock........................................... 1 1
Class A common stock................................... -- --
Additional paid-in capital............................. 781,913 781,913
Retained earnings...................................... 187,210 187,210
Accumulated other comprehensive income (loss)(3)....... (75,470) (75,470)
---------- ---------- -------
Total stockholders' equity............................. 893,654 893,654
---------- ---------- -------
Total capitalization................................ $3,272,763 $4,360,727 $
========== ========== =======

- ---------------
(1) Non-recourse debt is indebtedness incurred by a subsidiary for which there
is no recourseEdison Mission Energy, or EME, to NRG for repayment.

(2) Recourse debt is a direct corporate-level obligationillustrate the potential effect of NRG.

(3) Represents cumulative currency translation adjustments related to various
international projects. See Note 2 to our Financial Statements.

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SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA

The selected consolidated financial data set forth below as of December 31,
1995, 1996, 1997, 1998 and 1999 and for the years then ended, have been derived
from our audited consolidated financial statements. The financial data set forth
below as of March 31, 1999 and March 31, 2000, and for the three-month periods
then ended, have been derived from our unaudited financial statements, which
were prepared on a basis consistent with our audited consolidated financial
statements. We have supplied selected capacity and other data set forth below
under the caption "Other Data." All dollar amounts are set forth in thousands,
except per share amounts.

CONSOLIDATED STATEMENTS OF INCOME DATA:

THREE MONTHS ENDED
YEAR ENDED DECEMBER 31, MARCH 31,
------------------------------------------------------------- -----------------------------
PRO FORMA PRO FORMA
1995 1996 1997 1998 1999 1999(1) 1999 2000 2000(1)
------- ------- ------- -------- -------- --------- ------- ------- ---------

OPERATING REVENUES
Revenues from wholly-owned
operations...................... $64,180 $71,649 $92,052 $100,424 $432,518 $801,080 $37,847 $ $
Equity in earnings of
unconsolidated affiliates....... 28,639 32,815 26,200 81,706 67,500 67,500 8,667
------- ------- ------- -------- -------- -------- ------- ------- -------
Total operating revenues.......... 92,819 104,464 118,252 182,130 500,018 868,580 46,514
OPERATING COSTS AND EXPENSES
Cost of wholly-owned operations... 32,535 36,562 46,717 52,413 269,900 513,944 27,940
Depreciation and amortization..... 8,283 8,378 10,310 16,320 37,026 64,595 4,734
General, administrative, and
development..................... 34,647 39,248 43,116 56,385 83,572 100,376 15,985
------- ------- ------- -------- -------- -------- ------- ------- -------
Total operating costs and
expenses........................ 75,465 84,188 100,143 125,118 390,498 678,915 48,659
------- ------- ------- -------- -------- -------- ------- ------- -------
OPERATING INCOME (LOSS)........... 17,354 20,276 18,109 57,012 109,520 189,665 (2,145)
OTHER INCOME (EXPENSE)
Minority interest................. -- -- (131) (2,251) (2,456) (2,456) (464)
Other income, net(2).............. 29,746 9,477 11,502 11,630 17,426 15,556 734
Interest expense.................. (7,089) (15,430) (30,989) (50,313) (93,376) (166,624) (11,059)
------- ------- ------- -------- -------- -------- ------- ------- -------
Total other income (expense)...... 22,657 (5,953) (19,618) (40,934) (78,406) (153,524) (10,789)
------- ------- ------- -------- -------- -------- ------- ------- -------
INCOME (LOSS) BEFORE INCOME
TAXES........................... 40,011 14,323 (1,509) 16,078 31,114 36,141 (12,934)
INCOME TAX BENEFIT (EXPENSE)(3)... (8,810) 5,655 23,491 25,654 26,081 (24,001) 11,994
------- ------- ------- -------- -------- -------- ------- ------- -------
NET INCOME (LOSS)................. $31,201 $19,978 $21,982 $ 41,732 $ 57,195 $ 60,142 (940)
======= ======= ======= ======== ======== ======== ======= ======= =======
Earnings per share -- basic....... $ $ $ $ $ $
Earnings per share -- diluted..... $ $ $ $ $ $
Weighted average shares
outstanding -- basic............
Weighted average shares
outstanding -- diluted..........

CONSOLIDATED BALANCE SHEET DATA:

AS OF
AS OF DECEMBER 31, MARCH 31,
---------------------------------------------------------- ---------------------
1995 1996 1997 1998 1999 1999 2000
-------- -------- ---------- ---------- ---------- ---------- --------

Net property, plant and
equipment...................... $111,919 $129,649 $ 185,891 $ 204,729 $1,919,323 $ 207,473
Net equity investments in
projects....................... 221,129 365,749 694,655 800,924 988,671 814,807
Total assets..................... 454,589 680,809 1,168,102 1,293,426 3,431,684 1,298,679
Long-term debt, including current
maturities..................... 90,034 212,141 620,855 626,476 1,971,860 498,019
Stockholder's equity............. 319,764 421,914 450,698 579,332 893,654 680,017

19
24

OTHER DATA:

AS OF AND FOR THE
AS OF AND FOR THE YEAR ENDED THREE MONTHS
DECEMBER 31, ENDED MARCH 31,
------------------------------------------- -----------------
1995 1996 1997 1998 1999 2000
------ ------ ------ ------ ------- -----------------

Consolidated EBITDA(4)..................................... 55,383 38,131 39,790 82,711 161,516
Total debt to total capitalization ratio................... 22.0% 33.5% 57.9% 52.0% 72.4%
Ratio of recourse debt to recourse debt and equity......... 5.4% 30.9% 52.6% 46.6% 58.4%
Consolidated interest expense coverage ratio(5)............ 7.81x 2.47x 1.28x 1.64x 1.72x
Power generation capacity (MW), net........................ 999 1,326 2,637 3,300 10,990 13,664
Thermal energy generation capacity:
mmBtus per hour, net..................................... 2,318 2,654 2,693 2,905 3,400 3,400
MW equivalent, net(6).................................... 812 917 950 1,012 1,204 1,204

- ---------------

(1)Acquisition. The pro forma financial information gives effect to our March 31, 2000
acquisition of the Cajun facilities as if that acquisition had occurredstatements are based on, January 1, 1999. We do not believe that the pro forma data is indicative of
our future revenues and earnings, because the previous owner of the Cajun
facilities sold energy and capacity and purchased coal upon terms
substantially different from those under which we will operate these
facilities. Thus, we believe the pro forma financial information is of
limited use in making an investment decision.

(2) These amounts includes equity in gain from project termination settlements
in 1995 of $29.9 million related to the settlement and termination of the
San Joaquin Valley power purchase agreements with Pacific Gas & Electric,
and include pretax charges of $5.0 million in 1995, $1.5 million in 1996,
$9.0 million in 1997, $26.7 million in 1998 and $0 in 1999, to write-down
the carrying value of certain energy projects. These amounts also include
the gain on sale of interest in projects of $8.7 million in 1997, $30.0
million in 1998 and $15.5 million in 1999.

(3) We are included in the consolidated federal income tax and state franchise
tax returns of Northern States Power. We calculate our tax position on a
separate company basis under a tax sharing agreement with Northern States
Power and receive payment from Northern States Power for tax benefits and
pay Northern States Power for tax liabilities.

(4) EBITDA is the sum of income (loss) before income taxes, interest expense
(net of capitalized interest) and depreciation and amortization expense.
EBITDA is a measure of financial performance not defined under generally
accepted accounting principles, which you should not consider in isolation
or as a substitute for net income, cash flows from operations or other
income or cash flow data prepared in accordance with generally accepted
accounting principles or as a measure of a company's profitability or
liquidity. In addition, EBITDA may not be comparable to similarly titled
measures presented by other companies and could be misleading because all
companies and analysts do not calculate it in the same fashion.

(5) This coverage ratio equals the sum of funds from operations plus interest
expense on recourse debt divided by interest expense on recourse debt. Funds
from operations is calculated by subtracting working capital changes from
cash provided (used) by operations.

(6) Our conversion of thermal generation capacity to MW from British thermal
units per hour is based upon the thermal constant of 3,412.14 British
thermal units per hour per kilowatt hour. Our conversion of chilled water
capacity to MW is based upon 12,000 British thermal units per hour per ton
of chilled water capacity, as well as the thermal constant of 3,412.14
British thermal units per hour per kilowatt hour.

20
25

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

You should read the following in conjunction with, our the:
•
accompanying notes to the Unaudited Pro Forma Condensed Consolidated Combined Financial Statements;

•
consolidated financial statements and notes thereto, "Risk Factors," and "Selected
Consolidated Financial and Other Data," included elsewhere in this prospectus. A
complete listing of our projects that are discussed in this section is set forth
on the inside back cover of this prospectus.

OVERVIEW

We are a leading global energy company primarily engaged in the
acquisition, development, ownership and operation of power generation
facilities. We have grown significantly during the last three years. During this
period, we have grown from a company deriving most of our revenues from our
interests in power generation investments in which we owned less than 50% and
from heating, cooling and thermal activities, to one of the largest independent
power generation companies in the United States (measured by MW of net ownership
interests in generation projects), deriving over 78% of our revenues from our
wholly-owned power generation facilities in 1999.

Since January 1, 1997, we have acquired 12,338 MW of net ownership
interests in power generation facilities. During 1997, we acquired 1,311 MW of
net ownership interests in power generation facilities, primarily as a result of
our acquisition of interests in Crockett Cogeneration and other projects. In
1998, we acquired a 50% interest in 1,218 MW of generating capacity in Southern
California. Since January 1, 1999, we have acquired an additional 6,980 MW of
100% owned generating capacity in the Northeast United States, 680 MW of 100%
owned generating capacity in the United Kingdom and 1,708 MW of 100% owned
generating capacity in Louisiana. We intend to continue growing through targeted
acquisitions, repowering and the expansion of existing facilities and the
development of new greenfield projects.

Source of Revenues and Equity in Earnings of Unconsolidated Affiliates. Our
operating revenues and expenses are primarily related to the operations of our
controlled subsidiaries, which are consolidated for accounting purposes.
Significant consolidated subsidiaries include NRG Northeast Generating LLC, NRG
South Central Generating LLC, NEO Corporation, NRG Thermal, Inc., and Crockett
Cogeneration. Investments in project companies over which we exercise
significant influence, but do not control, are accounted for using the equity
method of accounting. The operating results of these entities are reflected in
total operating revenues in the form of equity in earnings of affiliates.
Significant investments accounted for using the equity method include MIBRAG,
Gladstone, Schkopau, Loy Yang, COBEE, West Coast Power LLC, Energy Developments
Limited and ECK Generating. In 1999, we consolidated our Pittsburgh and San
Francisco thermal operations and Crockett Cogeneration, which we previously
accounted for using the equity method.

Our operating revenues are derived primarily from the sale of electrical
energy, capacity and other energy products from our power generation facilities.
Revenues from these facilities are received pursuant to:

- long-term contracts of more than one year including:

- power purchase agreements with utilities and other third parties
(generally 2-25 years);

- standard offer agreements to provide load serving entities with a
percentage of their requirements (generally 4 to 9 years); and

- "transition" power purchase agreements with the former owners of
acquired facilities
(generally 3-5 years).

- short-term contracts or other commitments of one year or less and spot
sales including:

- spot market and other sales into various wholesale power markets; and

- bilateral contracts with third parties.
21
26

The following charts illustrate the sources of our domestic power
generation revenue (excluding thermal, resource recovery and NEO) and equity in
earnings of international affiliates engaged in power generation for the year ended December 31, 1999:

DOMESTIC

LONG TERM SHORT TERM
- --------- ----------

73 27

INTERNATIONAL(1)

LONG TERM SHORT TERM
- --------- ----------

96 4

- ---------------
(1) Consists solely2012 and for the six months ended June 30, 2013 and the notes relating thereto, incorporated herein by reference; and

•
consolidated financial statements of equity in earnings of international affiliates.

Operating Costs and Expenses. The principal costs and expenses of our
operations are fuel used to generate energy, labor to operate and maintain our
facilities, depreciation and amortization, general and administrative costs and
development expenses.

Seasonality. DemandEME for energy as well as energy and capacity prices tend
to be higher in peak market periods, which are dictated by weather patterns. As
a result of a portfolio consisting of assets predominantly located in the United
States, we expect our revenues and profitability to be highest during the third
quarter of the calendar year.

RESULTS OF OPERATIONS

FISCAL YEAR ENDED DECEMBER 31, 1999 COMPARED TO FISCAL YEAR ENDED DECEMBER
31, 1998

Revenues. For the year ended December 31, 1999, we2012 and for the six months ended June 30, 2013 and the notes relating thereto, incorporated herein by reference.
The historical consolidated financial statements have been adjusted in the pro forma financial statements to give effect to pro forma events that are (1) directly attributable to the Acquisition, (2) factually supportable and (3) with respect to the pro forma statements of operations, expected to have a continuing impact on the combined results. The Unaudited Pro Forma Condensed Consolidated Combined Statements of Operations, or the pro forma statement of operations, for the year ended December 31, 2012 and for the six months ended June 30, 2013, give effect to the Acquisition as if it occurred on January 1, 2012. The Unaudited Pro Forma Condensed Consolidated Combined Balance Sheet, or the pro forma balance sheet, as of June 30, 2013, gives effect to the Acquisition as if it occurred on June 30, 2013.
As described in the accompanying notes, the pro forma financial statements have been prepared using the acquisition method of accounting under existing United States generally accepted accounting principles, or GAAP, and the regulations of the Securities and Exchange Commission. The expected purchase price will be allocated to EME's assets and liabilities based upon their estimated fair values as of the date of the Acquisition. Valuations necessary to determine the fair value of the assets and liabilities have not been completed and cannot be made prior to the completion of the transaction.
Accordingly, the pro forma purchase price adjustments are preliminary, subject to future adjustments, and have been made solely for the purpose of providing the unaudited pro forma combined financial information presented herewith. Differences between these preliminary estimates and the final acquisition accounting will occur and these differences could have a material impact on the accompanying pro forma financial statements and the combined company's future results of operations and financial position. The pro forma financial statements have been presented for informational purposes only and are not necessarily indicative of what the combined company's results of operations and financial position would have been had total revenuesthe Acquisition been completed on the dates indicated. NRG could incur significant costs to integrate NRG's and EME's businesses. The pro forma financial statements do not reflect the cost of $500.0 million, which includes operating revenuesany integration activities or benefits that may result from synergies that may be derived from any integration activities. In addition, the pro forma financial statements do not purport to project the future results of operations or financial position of the combined company.

Table of Contents

Unaudited Pro Forma Condensed Consolidated Combined Income Statement
Six months ended June 30, 2013
NRG Energy, Inc.
Historical Edison Mission
Energy
Historical Pro Forma
Adjustments Pro Forma
Combined
(in millions, except share and per share data)
Operating revenues
Total operating revenues $ 5,010 $ 622 $ (14) (a) $ 5,618
Operating Costs and Expenses
Cost of operations 3,824 526 — 4,350
Depreciation and amortization 603 138 (57) (b) 684
Selling, general and administrative 442 68 — 510
Acquisition-related transaction and integration costs 69 — — 69
Development activity expense 36 — — 36
Total operating costs and expenses 4,974 732 (57 ) 5,649
Operating Income/(Loss)
36
(110
)
43
(31
)
Other Income/(Expense)
Equity in earnings of unconsolidated affiliates 11 12 — 23
Other income, net 4 1 — 5
Loss on debt extinguishment (49 ) — — (49 )
Interest expense (402 ) (39 ) (25) (c) (466 )
Total other income / (expense) (436 ) (26 ) (25 ) (487 )
Loss From Continuing Operations Before Income Taxes (400 ) (136 ) 18 (518 )
Reorganization items, net — 75 — 75
Income tax benefit (210 ) (28 ) (7) (d) (245 )
Loss From Continuing Operations (190 ) (183 ) 25 (348 )
Income (Loss) Per Share From Continuing Operations
Weighted average number of common shares outstanding—basic 323 336
Income (Loss) from Continuing Operations per share—basic $ (0.59 ) $ (1.04 )
Weighted average number of common shares outstanding—diluted 323 336
Income (Loss) from Continuing Operations per share—diluted $ (0.59 ) $ (1.04 )

Table of Contents

Unaudited Pro Forma Condensed Combined Consolidated Income Statement
Year ended December 31, 2012
NRG Energy, Inc.
Historical Edison Mission
Energy
Historical Pro Forma
Adjustments Pro Forma
Combined
(in millions, except share and per share data)
Operating revenues
Total operating revenues $ 8,422 $ 1,287 $ (44) (a) $ 9,665
Operating Costs and Expenses
Cost of operations 6,087 1,172 — 7,259
Depreciation and amortization 950 268 (114) (b) 1,104
Selling, general and administrative 892 147 — 1,039
Asset impairments and other charges — 28 — 28
Acquisition-related transaction and integration costs 107 — — 107
Development activity expense 36 — — 36
Total operating costs and expenses 8,072 1,615 (114 ) 9,573
Operating Income
350
(328
)
70
92
Other Income / (Expense)
Equity in earnings of unconsolidated affiliates 37 46 — 83
Gain on bargain purchase (GenOn) 560 — — 560
Impairment charge on investment (2 ) — — (2 )
Other income, net 19 14 — 33
Loss on debt extinguishment (51 ) — — (51 )
Interest expense (661 ) (326 ) 222 (c) (765 )
Total other income / (expense) (98 ) (266 ) 222 (142 )
Income (Loss) From Continuing Operations Before Income Taxes 252 (594 ) 292 (50 )
Reorganization items, net — 43 — 43
Income tax expense (benefit) (327 ) 160 (108) (d) (275 )
Income (Loss) From Continuing Operations 579 (797 ) 400 182
Income (Loss) Per Share From Continuing Operations
Weighted average number of common shares outstanding—basic 232 245
Income (Loss) from Continuing Operations per share—basic $ 2.50 $ 0.74
Weighted average number of common shares outstanding—diluted 234 247
Income (Loss) from Continuing Operations per share—diluted $ 2.47 $ 0.74

Table of Contents

Unaudited Pro Forma Condensed Combined Consolidated Balance Sheet
As of June 30, 2013
NRG
Energy, Inc.
Historical Edison Mission
Energy
Historical(e) Pro Forma
Adjustments Pro Forma
Combined
(in millions)
ASSETS
Current Assets
Cash and cash equivalents 1,368 1,056 (1,585) (f) 839
Funds deposited by counterparties 134 — 134
Restricted cash 267 14 281
Accounts receivable—trade, net 1,290 92 1,382
Inventory 874 121 995
Derivative instruments valuation 1,853 41 1,894
Deferred income taxes 10 — 10
Cash Collateral paid in support of energy risk mgmt activities 387 89 476
Renewable energy grant receivable 345 — 345
Prepayments and Other Current Assets 415 54 469
Total current assets 6,943 1,467 (1,585 ) 6,825
Property, Plant and Equipment
Property, plant and equipment, net of accumulated depreciation 20,454 4,465 (1,873) (g) 23,046
Other Assets
Equity investments in affiliates 639 522 1,161
Notes receivable, less current portion 70 — 70
Goodwill 1,954 — 1,954
Intangible assets, net of accumulated amortization 1,120 — 1,120
Nuclear decommissioning trust 503 — 503
Derivative instruments 587 22 609
Deferred income taxes 1,644 — 1,644
Other non-current assets 578 1,049 1,627
Total other assets 7,095 1,593 — 8,688
Total Assets 34,492 7,525 (3,458 ) 38,559

Table of Contents

Unaudited Pro Forma Condensed Combined Consolidated Balance Sheet (Continued)
As of June 30, 2013
NRG
Energy, Inc.
Historical Edison Mission
Energy
Historical(e) Pro Forma
Adjustments Pro Forma
Combined
(in millions)
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Current portion of long-term debt and capital leases 737 118 855
Accounts payable 1,196 75 1,271
Payable to affiliates — 32 32
Derivative instruments valuation 1,512 — 1,512
Cash collateral received in support of energy risk mgmt activities 134 — 134
Accrued expenses and other current liabilities 832 343 1,175
Total current liabilities 4,411 568 — 4,979
Other Liabilities
Long-term debt and capital leases 15,889 5,104 (3,000) (h) 17,993
Nuclear decommissioning reserve 287 — 287
Nuclear decommissioning trust liability 287 — 287
Deferred revenues — 519 (519) (i) —
Deferred income taxes 47 82 129
Derivative instruments 420 68 488
Out of market commodity contracts 1,182 — 1,182
Other non current liabilities 1,417 505 1,922
Total non-current liabilities 19,529 6,278 (3,519 ) 22,288
Total Liabilities
23,940
6,846
(3,519
)
27,267
Preferred Stock Mezzanine
249
—
249
Stockholders' Equity
Common stock 4 64 (64) (j) 4
Additional paid-in capital 7,615 1,104 (754) (j)(k) 7,965
Retained earnings 4,179 (770 ) 770 (j) 4,179
Less treasury stock, at cost (1,944 ) — (1,944 )
Accumulated other comprehensive income (118 ) (109 ) 109 (j) (118 )
Noncontrolling Interest 567 390 957
Total Stockholders' Equity 10,303 679 61 11,043
Total Liabilities and Stockholders' Equity 34,492 7,525 (3,458 ) 38,559

Table of Contents
Notes to the Unaudited Pro Forma Condensed Combined Financial Statements
(a)
Represents an adjustment to conform EME's policy for recording the receipt of cash grants as deferred revenue to NRG's policy of reducing the value of the related property, plant and equity in earningsequipment. EME had recorded revenue related to these cash grants of unconsolidated affiliates, compared to $182.1$44 million for the year ended December 31, 1998, an increase of $317.92012 and $14 million or 174.5%. Our operating
revenuesfor the six months ended June 30, 2013.

(b)
Represents the estimated decrease in net depreciation expense resulting from wholly-owned operations were $432.5 million, an increase of $332.1
million, or 330.7%, overpotential fair value adjustments to EME's property, plant and equipment. The estimate is preliminary, subject to change and could vary materially from the same period in 1998. Revenues from our Northeast
assets that were acquired during 1999 accounted for approximately $303.6 million
of this increase. In 1999,actual adjustment on the acquisition of additional ownership interests in
and resulting consolidation of our Pittsburgh and San Francisco thermal
operations, together with the consolidation of Crockett Cogeneration, accounted
for approximately $29.1 milliondate of the increase in revenues. In 1999, operating
revenues from wholly-owned operations consisted of revenue from electrical
generation (78.3%), heating, cooling and thermal activities (17.6%) and
technical services (4.1%), while in 1998, they consisted of operating revenue
from electrical generation (46.2%), heating, cooling and thermal activities
(46.0%) and technical services (7.8%).Acquisition. For 1999, our equity in earnings of unconsolidated affiliates was $67.5each $100 million compared to $81.7 million for 1998, a decrease of $14.2 million or
17.4%. This change was primarily the result of a cooler summer in the western
regionfair value adjustment to property, plant and equipment, combined depreciation expense would be expected to change by approximately $6 million. The estimated useful lives of the United States in 1999property, plant and financing costs relatedequipment range from 3 to our El
Segundo and Long Beach generation facilities, which accounted for a $12.8
million reduction in equity in earnings from these affiliates. Lower earnings at
Mt. Poso, together with30 years.

(c)
Reflects the consolidation of our Pittsburgh and San Francisco
thermal operations and Crockett Cogeneration also contributed to theestimated decrease in equity in earnings during 1999. These decreases were partially offset by
increased earnings from MIBRAG and a favorable legal settlement at one of our
affiliates.

Operating Costs and Expenses. For 1999, our cost of wholly-owned
operations was $269.9 million, compared to $52.4 million in 1998, an increase of
$217.5 million or 415%. Costs associated withinterest expense as NRG will not assume the 22
27

ownership and operation of our Northeast assets that were acquired during 1999
accounted for approximately $194.9 million. The remaining increase resulted from
the consolidation of our Pittsburgh and San Francisco thermal operations and
Crockett Cogeneration. Increases also resulted from the addition of new projects
during 1999 by our NEO subsidiary.

Our depreciation and amortization costs were $37.0 million for 1999,
compared to $16.3 million for 1998, an increase of $20.7 million or 127%. This
increase resulted primarily from the addition of our Northeast assets and the
addition of new projects by our NEO subsidiary. The acquisition of additional
ownership interests in and resulting consolidation of our Pittsburgh and San
Francisco thermal operations, together with the consolidation of Crockett
Cogeneration, also contributed to the increase in depreciation and amortization.
Our general and administrative costs were $59.9 million for 1999, compared to
$42.0 million for 1998, an increase of $17.9 million or 43%. Approximately $7.3
million of the increase was a direct result of the ownership and operation of
our Northeast assets during 1999. The remaining increase was due primarily to
the consolidation of certain affiliates described above, which were previously
accounted for on the equity method, and an overall increase in legal, technical
and accounting support resulting from expanded operations.

Our development expenses were $23.7 million for 1999, compared to $14.4
million for 1998, an increase of $9.3 million or 65%. Our development expenses
include development office costs, internal personnel costs, and fees paid to
outside service providersEME notes in connection with the pursuit of new investment
opportunities. The 1999 increase was due primarily toAcquisition, offset by the pursuit of a greater
number of potential opportunities during the year.

Other Income (Expense). Minority interest in projects was $2.5 million for
1999 compared to $2.3 million for 1998. Minority interest relates to projects
that were acquired in November 1997 and thermal operations in which we have a
minority interest.

Other income, net was $17.4 million in 1999 compared to $11.6 million in
1998, an increase of $5.8 million or 50%. This increase was primarily the result
of the 1999 pretax gain of $11.0 million on the sell-down of our ownership
interest in Cogeneration Corporation of America from approximately 45% to 20%.
This increase was offset in part by a $2.0 million reclassification of
management fees from income to equity in earnings of unconsolidated
subsidiaries, compared to a 1998 $30.0 million gain from sale of interests in
projects, offset in part by a $26.7 million write down of the carrying value of
other projects. The 1998 charges included a $22.0 million write-off of our
entire investment, which included development expenses as well as fees incurred
in connection with the termination of an interest rate hedge, in a project we
were pursuing in West Java, Indonesia. This write-off was due to uncertainties
surrounding infrastructure projects in Indonesia.

Interest expense was $93.4 million for 1999 compared with $50.3 million for
1998, an increase of $43.1 million or 86%. Theestimated increase in interest expense primarily resulted fromfor borrowings necessary to fund the acquisition of our Northeast assets, which was
primarily funded at the endpurchase price of the second quarter, and the issuance of $300
million of senior notes in June 1999 and $240 million of senior notes in
November 1999. In addition, a higher average outstanding balance on our
revolving line of credit and the consolidation of Crockett Cogeneration and our
Pittsburgh and San Francisco thermal operations contributed to higher interest
expense.

Income Tax. We generate substantial income tax benefits as a result of our
operations. Because we are included in the consolidated federal income tax
return of Northern States Power, we are paid by Northern States Power on a
dollar-for-dollar basis for the reduction of Northern States Power's taxes
attributable to the tax benefits we create. We have recorded an income tax
benefit due to the recognition of Section 29 tax credits associated with our NEO
subsidiary, foreign tax benefits related to the Loy Yang project and tax losses
resulting from accelerated depreciation of certain fixed assets. The Section 29
credits comprised $20.4 million of our 1999 tax benefit compared with $15.9
million in 1998. The increase in Section 29 credits is due to the growth of
NEO's portfolio of landfill gas projects.

23
28

Net Income. For 1999, we had net income of $57.2 million compared to $41.7
million in 1998, an increase of $15.5 million or 37.2%. This increase was due to
the factors described above.

FISCAL YEAR ENDED DECEMBER 31, 1998 COMPARED TO FISCAL YEAR ENDED DECEMBER
31, 1997

Revenues.Acquisition. For the year ended December 31, 1998, we had total revenues2012, the estimated decrease in interest expense was $271 million. EME did not record interest expense for the EME notes for the six months ended June 30, 2013. To fund the purchase price of $182.1the Acquisition, NRG estimates that it will issue $700 million compared to $118.3of additional senior notes at an estimated interest rate of 7.0%. This would result in approximately $49 million of additional interest expense for the year ended December 31, 1997,
an increase2012 and approximately $25 million of $63.8 million or 54%. Operating revenues from wholly-owned
operationsadditional interest expense for 1998 were $100.4 million, comparedthe six months ended June 30, 2013.

(d)
Represents the adjustment to $92.0 millionrecord the tax effect of the reduction in 1997, an
increaserevenue, depreciation expense and interest expense, calculated utilizing NRG's estimated combined statutory federal and state tax rate of $8.4 million, or 9.1%37.0%. The acquisition of new facilities,
principally

(e)
Based on the Camas Power Boiler, accounted for this increase. Unusually mild
weather in 1998amounts reported in the upper Midwest ledconsolidated balance sheet as of June 30, 2013, certain financial statement line items included in EME's historical presentation have been reclassified to lower revenuesthe corresponding line items included in our heatingNRG's historical presentation. These reclassifications have no effect on the total assets, total liabilities or stockholders' equity reported by NRG or EME.

(f)
Represents cash utilized to fund the purchase price of the Acquisition.

(g)
Represents the adjustment to reflect EME's property, plant and cooling operations, which partially offsetequipment at its estimated fair value on the 1998 revenue increase. In 1998,
operating revenues from wholly-owned operations consisteddate of revenue from
electrical generation (46%), heating, coolingthe Acquisition. The estimate is preliminary, subject to change and thermal activities (46%), and
technical services (8%), while in 1997, they consisted of operating revenues
from heating, cooling and thermal activities (54%), electrical generation (32%),
and technical services (14%).

For 1998, our equity in earnings of unconsolidated affiliates was $81.7
million, compared to $26.2 million for 1997, an increase of $55.5 million or
212%. This increase primarily resultedcould vary materially from the acquisitionactual adjustment at the date of interests in new
projects, including the El Segundo, Long Beach, Crockett Cogeneration and Mt.
Poso projects, an increase in our holdings in Energy Developments Limited, and
improved performance during a full-year of ownership from Loy Yang.

Operating Costs and Expenses.Acquisition. For 1998, our cost of wholly-owned
operations was $52.4each $100 million compared to $46.7 million in 1997, an increase of
$5.7 million or 12%. The increase in cost of operations was due to new NEO
projects and increased expenses in our heating, cooling and thermal operations.

Our depreciation and amortization costs were $16.3 million for 1998,
compared to $10.3 million for 1997, an increase of $6.0 million or 58%. The
depreciation and amortization increase primarily resulted from increased
amortization of intangible assets related to the acquisition of Crockett
Cogeneration and other projects and additional depreciation due to the
acquisition of additional projects by NEO.

Our general and administrative costs were $42.0 million for 1998, compared
to $32.2 million for 1997, an increase of $9.8 million or 30%. This increase was
due primarily to increased legal, technical and accounting expenses resulting
from expanded operations.

Our development expenses were $14.4 million for 1998, compared to $10.9
million for 1997, an increase of $3.5 million or 32%. This increase was due
primarily to increased business development activities.

Other Income (Expense). Minority interest in projects was $2.3 million for
1998 compared to $0.1 million for 1997. Minority interest relates to projects
that were acquired in November 1997. We recorded a total gain of $30.0 million
in 1998 related to project sales. In October 1998, we sold our 110 MW
Mid-Continent Power Company facility in Oklahoma to Cogeneration Corporation of
America, our affiliate, for a $2.1 million gain. Also in October 1998, we sold
13.35% of our interest in ECK Generating for a gain of $1.6 million. We continue
to own a 44.5% interestchange in the ECK Generating project. In December 1998, we sold
halffair value adjustment to property, plant and equipment, combined depreciation expense would be expected to change by approximately $6 million. The estimated useful lives of our 50% interestthe property, plant and equipment range from 3 to 30 years.

(h)
Represents the estimated decrease in our Enfield project to an affiliatelong-term debt as NRG will not assume the $3.7 billion of El Paso
International for a $26.2 million gain.

For 1998, we recorded $26.7 million in total project write-downs compared
to write-downs of $9.0 million in 1997. The 1998 write-down included a $22.0
million charge for our West Java, Indonesia project, a $1.9 million charge
related to our investment in the Sunnyside project in Utah and $2.8 million of
accumulated project development expenditures related to the Alto Cachopoal
project in Chile. The 1997 charges consisted of a write-down of our investment
in the Sunnyside project. At the end of 1998, no amounts remained on the balance
sheet for these investments.

Other income of $8.4 million in 1998 compared to $11.8 million in 1997
primarily reflected a reduction in interest income from loans to affiliates
during 1998.

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Interest expense was $50.3 million for 1998 compared with $31.0 million for
1997, an increase of $19.3 million or 62%. This increase was due primarily to
the issuance of $250 million of seniorEME notes in June 1997, interest on larger
balances outstanding under our revolving line of credit incurred in connection with the Acquisition, offset by the estimated increase in long-term debt for borrowings necessary to fund the purchase price of Crockett Cogeneration and other projects and new debt
obtained for certain NEO projects.

Income Tax. The Section 29 credits comprised $15.9the Acquisition. NRG estimates that it will issue $700 million of our 1998 tax
benefit compared with $9.8 millionadditional senior notes at an estimated interest rate of 7.0%. For each 0.25% change in 1997. The increase in Section 29 credits
is duethe interest rate, annual interest expense would be expected to change by approximately $2 million.

(i)
Represents an adjustment to conform EME's policy for recording the growthreceipt of NEO's portfoliocash grants as deferred revenue to NRG's policy of landfill gas projects.

Net Income. For 1998, we had net incomereducing the value of $41.7 million compared to $22.0
million in 1997, an increase of $19.7 million or 90%. This increase was due to
the factors described above.

LIQUIDITY AND CAPITAL RESOURCES

To date, werelated property, plant and our subsidiaries have obtained cash from operations,
issuance of debt securities, borrowings under credit facilities, capital
contributions from Northern States Power, the sale of tax benefits to Northern
States Power and proceeds from non-recourse project financing. We have used
these funds to finance operations, service debt obligations, fund the
acquisition, development and construction of generation facilities, finance
capital expenditures and meet other cash and liquidity needs.

From January 1, 1997, through December 31, 1999, our financing activities
provided cash totaling approximately $2,260 million, including $430.9 million in
capital contributions from Northern States Power. Financing activities for 1999
included $1,473 million in gross proceeds fromequipment.

(j)
Represents the issuance of longNRG common stock in connection with this offering and short
term debt and $250.0adjustments to equity to reflect the impact of the Acquisition.

Table of Contents
(k)
The estimated purchase price for the Acquisition is $2,635 million, which is expected to be funded by the following components:
(in millions)
Cash and cash equivalents $ 1,585
Senior notes to be issued 700
Common stock issued in this offering 350
$ 2,635
The allocation of capital contributions from Northern States
Power. These inflows were partially offset by $18.6 million in payments on
long-term debt. In 1999, we used $11.4 millionthe preliminary purchase price to the fair values of cash in operating activities.
Our use of cash in 1999 primarily related to ongoing working capital
requirements for new operations.

Financings at the NRG Level. Our objective is to maintain and improve our
credit ratings, which are presently at "Baa3" from Moody's and "BBB-" from
Standard & Poor's. We intend to do so by carefully leveraging our project
subsidiary companies and by maintaining a corporate capital structure that is
consistent with these credit rating objectives.

Since January 1997, we have issued approximately $1,040 million of
long-term corporate-level indebtedness. All of such debt is unsecured and ranks
senior to all of our existing and future subordinated indebtedness. This amount
includes $250 million of 7.5% senior notes due 2007 and $300 million of 7.5%
senior notes due 2009. These senior notes were used primarily to support equity
requirements for projectsassets acquired and in development. Interest on allliabilities assumed is as follows:
(in millions)
Current assets $ 1,467
Property, plant and equipment 2,592
Other non-current assets 1,593
Total assets 5,652
Current liabilities, including current maturities of long-term debt 568
Long-term debt 1,404
Non-current liabilities 655
Total liabilities 2,627
Noncontrolling interest 390
Estimated fair value of net assets acquired $ 2,635
The allocation of these
notes is paid semi-annually through their maturity dates.

In November 1999, we issued $240 millionthe preliminary purchase price to the fair values of 8% remarketable or redeemable
securities ("ROARS") due 2013. On November 1, 2003, Credit Suisse Financial
Products may remarketassets acquired and liabilities assumed includes pro forma adjustments to reflect the ROARS at a fixed ratefair values of interest through 2013 or, at
our option, at a floating rate of interest for up to one yearEME's assets and then at a
fixed rate of interest through 2013. Interest is payable semi-annually beginning
May 1, 2000 through November 1, 2003, and then at intervals and interest rates
specified in the indenture. On November 1, 2003, the ROARS will either be
mandatorily tendered to and purchased by Credit Suisse Financial Products or
mandatorily redeemed by us at prices specified in the indenture.

In March 2000, we issued L160 million (approximately $250 millionliabilities at the time of issuance) of 7.97% reset senior notes due 2020, principally to finance
our equity investment in the Killingholme facility. On March 15, 2005, these
senior notes may be remarketed by Bank of America, N.A. at a fixed rate of
interest through the maturity date or, at our option, at a floating rate of
interest for up to one year and then at a fixed rate of interest through 2020.
Interest is payable semi-annually on these securities beginning September 15,
2000 through March 15, 2005, and then at intervals and interest rates
established in the remarketing process. On March 15, 2005, these senior notes
will either be mandatorily tendered to and purchased by Bank of America or
mandatorily redeemed by us at prices specified in the indenture.
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In addition, we have a $500 million revolving credit facility under a
commitment fee arrangement that matures on March 9, 2001. This facility provides
short-term financing in the form of bank loans. At March 31, 2000, we had $304
million outstanding under this facility.

In March 2000, we borrowed $300 million under a short-term bridge facility
with Citicorp USA, Inc., that expires on August 31, 2000 and bears interest at a
floating rate, which was 6.43% at March 31, 2000. Proceeds from this loan, which
were used to fund the acquisition of the Cajun facilities, will be repaid with a
portion of the proceeds of this offering. In connection with the extension of
this bridge facility, Northern States Power provided a support agreement on our
behalf to Citicorp USA.

In November 1999, we entered into a $125 million standby letter of credit
facility with Australia and New Zealand Banking Group Limited as administrative
agent. The facility provides for issuances of letters of credit for our account
with respect to financial and performance guarantees that we or our project
affiliates undertake. The facility terminates on November 31, 2002.

Financings at the Project Level. We have generally financed the
acquisition and development of our projects under financing arrangements to be
repaid solely from each of our project's cash flows, which are typically secured
by the plant's physical assets and equity interests in the project company. We
have agreed, in some instances to undertake limited financial support for
certain of our project affiliates in the form of certain limited obligations and
contingent liabilities. As of March 31, 2000, our affiliates had approximately
$2,325 million of indebtedness outstanding which is non-recourse to us. The most
significant of these financings include the following:

- $800 million of senior secured bonds issued by NRG South Central
Generating LLC in March 2000 consisting of:

- $500 million of 8.962% bonds due 2016; and

- $300 million of 9.479% bonds due 2024.

- $750 million of senior secured bonds issued by NRG Northeast Generating
LLC in February 2000 consisting of:

- $320 million of 8.065% bonds due 2004;

- $130 million of 8.842% bonds due 2015; and

- $300 million of 9.292% bonds due 2024.

- In March 2000, three of our subsidiaries entered into a L325 million
($517 million) secured borrowing facility agreement with Bank of America
International Limited, as arranger. Under this facility, the financial
institutions party to the facility agreement have made available to our
subsidiaries various term loans (L235 million) for purpose of financing
the acquisition of the Killingholme facility and revolving credit and
letter of credit facilities (collectively, L90 million) for the purpose
of providing working capital for operating the Killingholme facility and
for other purposes. The final maturity date of the facility is the
earlier of June 30, 2019, or the date on which all borrowings and
commitments under the largest tranche of the term loan facility have
been repaid or cancelled.

- $255 million of 8.13% secured indebtedness due 2014 of Crockett
Cogeneration that we recorded in 1999 when we consolidated this entity
for accounting purposes as a result of an increase in our percentage
interest in future distributions due to satisfaction of specified
aggregate distribution levels by Crockett Cogeneration to its owners.

We have used cash flows provided by our financing activities primarily to
facilitate investments in our subsidiaries. From January 1, 1997, through
December 31, 1999, we used approximately $2,286 million of cash for our
investing activities. In 1999, we incurred $94.9 million in capital
expenditures.

Over the next several years, we intend to focus on the expansion or
repowering of existing facilities and the development of greenfield projects as
well as acquisitions of thermal energy production and
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transmission facilities in the United States. Internationally, we intend to
continue to pursue development and acquisition opportunities in selected
countries. We expect to meet our cash and financing needs over the next several
years through a combination of cash flows from operations and additional
financing arrangements.

We have committed to purchase the Conectiv assets for approximately $800
million in late 2000 and intend to finance this purchase with a combination of
project-level and corporate-level debt. Additionally, we have contracted to
purchase 16 turbine generators from General Electric at an acquisition cost of
approximately $500 million payable over five years, as well as two turbines from
Great River Energy for $43 million. In addition, we have ongoing annual
expenditures of approximately $35 to $70 million for environmental and other
investment at our existing projects. We expect to fund the turbine purchases and
these levels of ongoing capital expenditures from internally generated cash
flow.

Our future growth strategy is dependent upon significant new capital
investment, which we expect to finance with a combination of project-level debt,
internally generated funds, corporate-level debt and additional equity. Our
ability to arrange future financing is dependent on a number of factors. To the
extent we were unable to raise additional capital on attractive terms either at
the corporate level or on a non-recourse project level, it would have a material
adverse effect on our ability to grow.

IMPACT OF ENERGY PRICE CHANGES, INTEREST RATES AND FOREIGN CURRENCY FLUCTUATIONS

We use derivative financial instruments to mitigate the impact of changes
in electricity and fuel prices on our margins, the impact of changes in foreign
currency exchange rates on our international project cash flows, and the impact
of changes in interest rates on our cost of borrowing.

Electricity and fuel prices tend to fluctuate significantly as they are
influenced by many factors, including general economic conditions and changes in
supply and demand. In particular, our power marketing subsidiary is exposed to
the risk of changes in market prices of fuel oil, natural gas and electricity.
To assist us in achieving our objective of maximizing net operating margins
while minimizing our exposure to volatility in the electricity, fuel oil and
natural gas markets, our power marketing subsidiary, NRG Power Marketing, uses a
variety of instruments, including options, swaps and forward contracts.
Contracts for the transmission and transportation of these commodities are also
authorized, as necessary, in order to meet physical delivery requirements and
obligations.

NRG Power Marketing operates within strict risk management guidelines that
have been approved by its board of directors. These guidelines:

- generally prohibit speculative trading activities, meaning that we have
to be able to produce from our assets, or accept and utilize the
commodity being traded;

- do not permit more than 50% of the uncommitted energy or capacity of any
facility to be sold forward without the approval of the board of
directors of NRG Power Marketing; and

- require approval of all counter-parties and their trading limits by our
Treasurer.

As of December 31, 1999, a 10% increase in fuel oil, natural gas and
electricity forward prices would have resulted in a gain on our outstanding
forward contracts of approximately $11.9 million. Conversely, a 10% decrease in
fuel oil, natural gas and electricity forward prices would have resulted in a
loss on these contracts of approximately $11.9 million. These potential gains
and losses on energy forward contracts may be offset by the gains and losses on
the underlying commodities being hedged.

For all derivative financial instruments, we and our subsidiaries are
exposed to losses in the event of nonperformance by counterparties to such
derivative financial instruments. We have established controls to determine and
monitor the creditworthiness of counterparties in order to mitigate our exposure
to counterparty credit risk.

SFAS 52 requires foreign currency gains to be reflected in the income
statement if settlement of an obligation is in a currency other than the local
currency of the entity. A portion of the Kladno project debt

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is in non-local currencies, namely United States dollars and German deutsche
marks. As of December 31, 1999, if the value of the Czech koruna had decreased
by 10% in relation to the United States dollar and the German deutsche mark, we
would have recorded a $5.0 million after tax loss on the currency transaction
adjustment. If the value of the Czech koruna were to have increased by 10%, we
would have recorded a $5.0 million after tax gain on the currency transaction
adjustment. The potential impacts on our income statement of these currency
fluctuations are a result of the debt structure of the project and are not
indicative of the long-term earnings potential of the investment. Kladno is the
only project we have at this time with this type of debt structure.

We have historically used interest rate hedging contracts to mitigate the
risks associated with movements in interest rates and, when deemed appropriate,
have entered into swap agreements effectively converting fixed rate obligations
into floating rate obligations. As of March 31, 2000, we had four interest rate
swap agreements with notional amounts totaling approximately $692 million. If
the swaps had been discontinued on March 31, 2000, we would have owed the
counter-parties approximately $2 million. Based on the investment grade rating
of the counter-parties, we believe that our exposure to credit risk due to
nonperformance by the counter-parties to our hedging contracts is insignificant.

- We entered into a swap agreement effectively converting the 7.5% fixed
rate on $200 million of our Senior Notes due 2007 to a variable rate
based on the London Interbank Offered Rate. The swap expires on June 1,
2009.

- A second swap effectively converts a $16 million issue of non-recourse
variable rate debt into a fixed rate debt. The swap expires on September
30, 2002 and is secured by the Camas Power Boiler assets.

- A third swap converts $177 million of non-recourse variable rate debt
into fixed rate debt. The swap expires on December 17, 2014 and is
secured by the Crockett Cogeneration assets.

- A fourth swap converts L188 million of non-recourse variable rate debt
into fixed rate debt. The swap expires on June 30, 2019 and is secured by
the Killingholme assets.

NEW ACCOUNTING STANDARDS

In June 1998, the Financial Accounting Standards Board issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities." This statement
requires that all derivatives be recognized at fair value in the balance sheet
and that changes in fair value be recognized either currently in earnings or
deferred as a component of Other Comprehensive Income, depending on the intended
use of the derivative, its resulting designation and its effectiveness. We plan
to adopt this standard in the first quarter of 2001, as required. We have not
determined the potential impact of implementing this statement.

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BUSINESS

INTRODUCTION

We are a leading global energy company primarily engaged in the
acquisition, development, ownership and operation of power generation
facilities. We believe we are the second largest independent power generation
company in the United States and the seventh largest independent power
generation company in the world measured by our net ownership interest in power
generation facilities. We own all or a portion of 57 generation projects that
have a total generating capacity of 23,660 MW; our net ownership interest in
those projects is 13,664 MW. Upon the closing of our pending acquisition from
Conectiv of interests in six power generation facilities, which we expect to
occur later this year, we will have interests in projects having a total
generating capacity of 28,722 MW; our net ownership interest in those projects
will be 15,539 MW. In addition, we have an active acquisition and development
program through which we are pursuing additional generation projects.

As the following table illustrates, we have grown significantly during the
last three years, primarily as a result of our success in acquiring domestic
power generation facilities:

YEAR ENDED DECEMBER 31,
------------------------------
1997 1998 1999
------- ------- --------

Net Generating Capacity (in MW at year end)(1)..... 2,637 3,300 10,990
Operating Income (in thousands).................... $18,109 $57,012 $109,520

- ---------------
(1) All references to our MW ownership in this prospectus includes MW
attributable to projects under construction, which totaled 383 MW as of
March 31, 2000.

We intend to continue our growth through a combination of targeted
acquisitions in selected core markets, the expansion or repowering of existing
facilities and the development of new greenfield projects. To prepare for
expansion, repowering and greenfield opportunities, we recently agreed to
purchase 16 turbine generators from GE Power Systems and two turbine generators
from Siemens Westinghouse over a six year period commencing in 2001. These new
turbines, which we expect to install at domestic facilities, will have a
combined capacity of approximately 3,300 MW.

We believe that our operational skills and experience gives us a strong
competitive position in the unregulated generation marketplace. We have
organized our operations geographically such that inventories, maintenance,
backup and other operational functions are pooled within a region. This approach
enables us to realize cost savings and enhances our ability to meet our facility
availability goals. Our availability goals are not driven by traditional
benchmarks, such as daily or annual availability, but are focused on each
facility's availability during periods when power prices are significantly above
the variable cost of producing power at that facility -- what we call
"in-market" availability.

In addition to our power generation projects, we also have interests in
district heating and cooling systems and steam generation and transmission
operations. Our thermal and chilled water businesses have a steam and chilled
water capacity equivalent to approximately 1,204 MW. We believe that, through
our subsidiary NEO Corporation, we are also one of the top three landfill gas
generation companies in the United States, extracting methane from landfills to
generate electricity. NEO owns 30 landfill gas collection systems and has 55 MW
of net ownership interests in related electric generation facilities. NEO also
has 35 MW of net ownership interests in 18 small hydroelectric facilities.

MARKET OPPORTUNITY

The power industry is one of the largest industries in the world accounting
for approximately $220 billion in annual revenues and approximately 730,000 MW
of installed generating capacity in the United States alone. The generation
segment of the industry historically has been characterized by regulated
electric utilities producing and selling electricity to a captive customer base.
However, the power generation market has been evolving from a regulated market
based upon cost of service pricing to a

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non-regulated competitive market. We believe that the power industry will
continue to undergo substantial restructuring over the next several years and
will experience significant growth in the future.

As of January 2000, 22 states had enacted legislation to restructure their
electric utility industries, four additional state public utility commissions
had issued comprehensive restructuring orders and 20 additional states had
active legislative or regulatory processes underway to study restructuring and
propose implementing legislation. As a result, from January 1, 1997 through
December 31, 1999, approximately 70,000 MW of the power generating capacity, in
the United States, had been sold or transferred by regulated electric utilities
to independent power producers. We expect in excess of 70,000 additional MW to
be sold to independent power producers by the end of 2002.

We believe that increasing demand and the need to replace old and
inefficient generation facilities will create a significant need for additional
power generating capacity throughout the United States. In our view, these
factors provide an attractive domestic environment for an independent power
producer like us with a history of successfully developing, acquiring and
operating power generation facilities.

OUR HISTORY

We have been acquiring and developing power generation facilities since
1989, when we were formed as a wholly-owned subsidiary of Northern States Power
to take advantage of opportunities in the independent power market that had
developed as a result of economic factors and legal and regulatory changes in
the United States and throughout the world. During the early 1990s, we gained
experience in acquiring interests in and operating smaller domestic generation
facilities and established our landfill gas, resource recovery and district
heating and cooling businesses.

In 1993 we began focusing our development efforts outside the United States
in response to the growing trend among foreign governments to privatize
government-owned electric utility assets. We capitalized on our senior
management's background and experience with our parent company, which has an
excellent reputation as an owner and operator of coal-fired power plants; this,
combined with Northern States Power's strong track record on environmental
issues, was instrumental in our success in early global privatization
initiatives in Germany and Australia. Since that time, we have gained experience
in the development and operation of gas-fired power plants and have established
an international reputation as a reliable and experienced owner and operator of
power plants, which has allowed us to enjoy continued success in selected
markets globally.

In the mid-1990s, the international privatization trend was augmented by
electric utility restructuring in the United States. As regulators began opening
domestic markets to competition and electric utilities began selling their
electric generation assets, we refocused a significant portion of our
development efforts on independent power projects in the United States with a
goal of becoming a significant owner of generation assets in certain core
markets. Since January 1, 1997, we have acquired approximately 10,489 MW of
power generation capacity in the United States: 7,025 MW in our Northeast
region, 1,888 MW, in our South Central region, and 1,576 MW in our West Coast
region. We continue to pursue targeted acquisition opportunities in our core
United States markets. In January 2000 we agreed to purchase 1,875 MW of power
generation assets in the Mid-Atlantic United States from Conectiv. We expect to
complete this acquisition during the fourth quarter of 2000 subject to receipt
of required regulatory approvals.

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During the 1990s, we also expanded our landfill gas, resource recovery and
district heating and cooling businesses. These businesses differentiate us as an
independent power producer experienced in diverse fuels and alternative energy.
We believe we are now the second largest district heating and cooling provider
in the United States, with operations in Minnesota, California and Pennsylvania,
and the third largest landfill gas operator in the United States.

Our management team has substantial experience in the electric utility and
independent power businesses gained at NRG, Northern States Power and, in the
case of Keith G. Hilless, at Queensland Power Trading Corporation in Australia.

YEARS OF
EXPERIENCE IN
ELECTRIC
GENERATION
NAME CURRENT POSITION YEARS WITH NRG INDUSTRY
- ---- -------------------------------------- -------------- -------------

David H. Peterson.............. Chairman of the Board, President,
Chief Executive Officer and Director 11 36
Leonard A. Bluhm............... Executive Vice President and Chief
Financial Officer 9 28
Keith G. Hilless............... Senior Vice President, Asia Pacific 3 8
Craig A. Mataczynski........... Senior Vice President, North America 6 17
John A. Noer................... Senior Vice President 1 31
Ronald J. Will................. Senior Vice President, Europe 11 39

OUR INDEPENDENT POWER GENERATION BUSINESS

DOMESTIC

Our near-term domestic development plans are focused on core markets that
are considered to have attractive business fundamentals and where we believe we
have the ability to build the scale needed to enhance our long-term
profitability. Our current core domestic markets are the Northeast, South
Central and West Coast regions of the United States. The table that follows
summarizes our domestic power generation operations in these core markets.

TOTAL
CAPACITY OUR NET
UNITED STATES REGIONS STATES OF OPERATION PRIMARY FUELS (MW) INTEREST (MW)
- --------------------- ------------------- -------------------- -------- -------------

Northeast...................... Connecticut, Maine, Gas, Coal, Jet Fuel, 7,602 7,099
Massachusetts, New and Oil
Jersey, New York,
and Pennsylvania
South Central.................. Louisiana, Illinois, Gas and Coal 2,832 2,138
and Oklahoma
West Coast..................... California Gas and Coal 3,151 1,603
------ ------
Total Domestic............... 13,585 10,840
====== ======

Upon completion of our acquisition of power generation assets from
Conectiv, we intend to establish the Mid-Atlantic region as our fourth core
domestic market.

INTERNATIONAL

In selected global markets, we have pursued development and acquisition
opportunities in those countries in which we believe that the legal, political
and economic environment is conducive to foreign investment. We are presently
focusing our international development activities in the United Kingdom, Central
Europe, Turkey, Australia and, to a lesser extent, Latin America.

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The table that follows describes our existing international power
generation operations.

TOTAL
CAPACITY OUR NET
GLOBAL MARKETS COUNTRIES OF OPERATION PRIMARY FUELS (MW) EQUITY (MW)
- -------------- ---------------------- ------------------ -------- -------------

Australia...................... Australia Coal, Landfill Gas 4,146 1,312
and Methane
Europe......................... Czech Republic, Germany Coal and Gas 2,642 1,223
and United Kingdom
Latin America.................. Bolivia, Colombia, Hydro, Gas, Coal, 1,078 186
Guatemala, Honduras, Oil and Geothermal
Jamaica and Peru
------ ------
Total International.......... 7,866 2,721
====== ======

STRATEGY

GEOGRAPHIC LOCATION(1)

U.S. EUROPE AUSTRALIA OTHER
- ---- ------ --------- -----

80 9.00 10.00 1.00

PRIMARY FUEL TYPE(1)(2)

COAL OIL GAS OTHER
- ---- --- --- -----

35 26.00 37.00 2.00

DISPATCH LEVEL(3)

PEAKING INTERMEDIATE BASELOAD
- ------- ------------ --------

41 19.00 40.00

- ---------------

(1) Based upon MW of net ownership interests as of March 31, 2000

(2) Several of our generation facilities, constituting approximately 3,900 MW of
capacity, are capable of utilizing more than one fuel, which can be switched
as fuel prices fluctuate.

(3) Estimated for 2000 based upon historic dispatch data. We define "baseload"
as facilities that we expect to operate greater than 60% of the year,
"intermediate" as facilities that we expect to operate between 20% and 60%
of the year and "peaking" as facilities that we expect to operate less than
20% of the year, assuming utilization of primary fuel type.

Our strategy is to capitalize on our acquisition, development and operating
skills to build a balanced, global portfolio of power and thermal generation
assets. We intend to implement this strategy by continuing an aggressive, but
thoughtful, acquisition program and accelerating our development of existing
expansion projects and greenfield projects.

By leveraging the talents of our regional management teams, focusing on our
regional market expertise and operating and utilizing our asset base on a
regional rather than a project basis, we believe we can best position ourselves
for long-term profitability. Achieving "critical mass" in core markets should
allow us to capitalize on opportunities available in those markets.

We neither own nor do we intend to own any interest in nuclear generation
facilities.

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DOMESTIC

The domestic power generation market is evolving from a regulated, utility
dominated market based upon cost-of-service pricing to an independent power
generation market based on competitive market pricing. While most domestic
generation capacity is still utility-owned and subject to cost-of-service
regulation, we expect the evolution to continue as regulated utility generation
assets are divested to non-regulated generators. In addition, we expect that a
significant share of the new generation capacity that is built to serve
increasing demand and to replace less efficient facilities will be developed and
owned by independent power producers like us.

In order to position ourselves for growth in this transitioning market, we
have decided to focus our near-term domestic development plans on our existing
three core markets, our Northeast, South Central, West Coast regions, and add
the Mid-Atlantic region as our fourth core market to be established upon closing
of the planned acquisition from Conectiv. In each of these markets, we believe
that attractive business fundamentals and growth opportunities exist that will
enable us to pursue a top three position in these markets. We will consider
domestic projects outside of these markets if we believe that a future market
opportunity exists to create a new core market or that the expected project
returns warrant our investment.

We have been active in acquiring assets from utility generation divestiture
programs and have focused on the following factors and characteristics in
evaluating potential acquisitions:

- cost of competing generation in the relevant markets;

- assets that provide diversity in terms of dispatch level, fuel source
and access to wholesale power markets within a region;

- assets in high priced or transmission constrained markets;

- assets that allow for the sale of multiple generation products,
including energy, capacity and ancillary services;

- assets that can support our other regional assets or have the potential
to sell into attractive adjacent markets;

- assets that are being sold with initial transition power contracts to
stabilize cash flows and earnings during our initial years of ownership;
and

- assets that provide opportunities for future capacity expansion or
repowerings.

Once we have acquired one or more power plants in a given market, we will
then look to build additional capacity as appropriate, by building facilities at
new sites within a market, also known as "greenfield development," or by
expanding or repowering of facilities at existing sites. The 16 new turbines
that we recently contracted to purchase from GE, representing approximately
3,000 MW of capacity, and the two 135 MW turbines being built by Siemens
Westinghouse will be the foundation for our domestic development program.

INTERNATIONAL

Historically, the majority of power generation capacity outside of the
United States has been owned and controlled by governments. During the past
decade, however, many foreign governments have moved to privatize power
generation plant ownership through sales to third parties and by encouraging new
capacity development and refurbishment of existing assets by independent power
developers. Governments have taken a variety of approaches to encourage the
development of competitive power markets, from

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awarding long-term contracts for energy and capacity to purchasers of generation
to creating competitive wholesale markets for selling and trading energy,
capacity and related products.

We believe that there will be significant opportunities to invest in
attractive projects in the international markets. Based upon our assessment of
market opportunities and our portfolio risk management criteria, we intend to
leverage our reputation, experience and expertise in order to acquire foreign
assets in selected countries. As market opportunities develop, we expect that
our international strategy will be consistent with our domestic core market
strategy. We believe operating and asset diversity will allow us to reduce
business and market risks, while positioning us to take advantage of market
opportunities, including peak power market price opportunities and periods of
constrained availability of generating capacity, fuels and transmission.

To manage our international asset portfolio risks, we utilize a portfolio
risk management discipline based upon country risk, as identified by an
independent internationally recognized organization. This portfolio tool, which
has been endorsed by our board of directors, requires that we manage our entire
portfolio of generation capacity to maintain a high quality, weighted average,
equivalent country risk. Using this tool, we are able to monitor the exposure we
are taking in emerging markets to ensure an appropriate balance of our asset
portfolio.

We are presently focusing our international development in the United
Kingdom, Central Europe, Turkey, Australia and, to a lesser extent, Latin
America. In the future, we will continue to focus on other areas that are
consistent with our strategy.

We expect to acquire or develop most international projects on a joint
venture basis to enable us to share the risks associated with the acquisition
and development of larger projects. Joint acquisition and development of future
projects also should further reduce our financial risk by allowing us to build a
more diversified portfolio of projects. Where appropriate, we will include a
local or host country partner or a partner with substantial experience in the
area. By doing so, we expect to gain a number of advantages, including technical
expertise, greater knowledge of and experience with the political, economic,
cultural and social conditions and commercial practices of the region or country
where the project is being developed, and the ability to leverage our skilled
personnel and financial resources. Among other things, a local partner may also
assist in obtaining financing from local capital markets, building political and
community support for the project and obtaining local regulatory approvals.

HOW WE SELL OUR GENERATING CAPACITY AND ENERGY

A facility's revenue under a power purchase agreement usually consists of
two payments: energy and capacity. Energy payments, which are intended to cover
the variable costs of electric generation, such as fuel costs and variable
operation and maintenance expense, are normally based on a facility's net
electrical output measured in kilowatt hours, with payment rates either fixed or
indexed to fuel costs. Capacity payments, which are generally intended to
provide funds for the fixed costs incurred by the project affiliate, such as
debt service on the project financing and an equity return, are normally
calculated based on the net electrical output or the declared capacity of a
facility and its availability.

- long-term contracts of more than one year including:

- power purchase agreements with utilities and other third parties
(generally 2-25 years);

- standard offer agreements to provide load serving entities with a
percentage of their requirements (generally 4 to 9 years); and

- "transition" power purchase agreements with the former owners of
acquired facilities
(generally 3-5 years).

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- short-term contracts or other commitments of one year or less and spot
sales including:

- spot market and other sales into various wholesale power markets; and

- bilateral contracts with third parties.

Our objective is to mitigate variability in our earnings by having
approximately 40-70% of our capacity contracted for under contracts greater than
one year, generally seeking to enter into contracts with lengths of 1-5 years,
selling half of our remaining capacity in the forward market for 30-365 days,
and selling the other half of our remaining capacity in the spot market to
capture opportunities in the market when prices are higher. By following this
strategy, we seek to achieve positive, stable returns while retaining the
flexibility to capture premium returns when available.

We derived approximately 36% of our 1999 revenues from two customers:
Consolidated Edison Company of New York (17%) and Niagara Mohawk Power
Corporation (19%). We sell energy and capacity to these customers under
transition agreements expiring in 2002 and 2003, respectively.

POWER MARKETING AND FUEL PROCUREMENT

Our energy marketing subsidiary, NRG Power Marketing, Inc., was formed in
1997 to maximize the utilization of and return from our generation assets and to
mitigate the risks associated with those assets. This group markets energy and
energy related commodities, including electricity, natural gas, oil, coal and
emissions allowances. By using internal resources to acquire fuel for and to
market electricity generated by our domestic facilities, we believe we can
secure the best pricing available in the markets in which we sell power and
enhance our ability to compete. NRG Power Marketing provides a full range of
energy management services for our wholly-owned generation facilities in our
Northeast and South Central regions. These services are provided under power
sales and agency agreements pursuant to which NRG Power Marketing manages the
sales and marketing of energy, capacity and ancillary services from these
facilities and also manages the purchase and sales of fuels and emissions
allowances needed to operate these facilities.

We operate within strict limits, selling only our available capacity and
not engaging in any speculative activity by selling in excess of what we
reasonably believe our facilities are capable of producing or will produce. The
overall objective of our power marketing activities is to achieve an appropriate
rate of return on our generation asset portfolio without taking on any undue
risks.

In order to achieve our objectives, we have assembled an experienced team.
NRG Power Marketing managerial employees have an average of 6-7 years of power
marketing or similar trading experience. In addition, we have taken steps to
align the interest of the power marketing staff with the overall performance of
our generation assets by basing their incentive compensation primarily upon the
success and profitability of our generation facilities.

In an effort to maximize our returns, we manage our power marketing for our
100% owned domestic assets centrally from our Minneapolis headquarters. We
operate a trading floor, from which we monitor power and fuel prices and weather
conditions and other factors affecting our business in each of our core markets.
For example, we have a Northeast desk to manage power marketing for our
Northeast assets. This desk is further divided by the three power pools in that
region, namely, the Pennsylvania, New Jersey and Maryland power pool, the New
England power pool, and the New York power pool.

Although we have entered into a partnership with Dynegy for the marketing
of power from our West Coast generation assets, our strategy and overall
objectives remain the same. Accordingly, Dynegy is limited to sales that can be
covered by the West Coast facilities and cannot enter into any speculative
trades and sell more than the available capacity from these facilities. In
addition, Dynegy cannot enter into an agreement for longer than a 30-day period
without our approval.

In Europe, our first project not covered by long-term agreements is
Killingholme. Our strategy in Europe is similar to our strategy in the United
States and a regional desk has been established in the United Kingdom and a
central trading floor will be established as we continue to grow in Europe.
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NRG Power Marketing handles fuel procurement and trading of emissions
allowances in order to support our overall needs. Generally we seek to hedge
prices for 50% to 70% of our expected fuel requirements during the succeeding 12
to 24 month period. This provides us with certainty as to a portion of our fuel
costs while allowing us to maintain flexibility to address lower than expected
dispatch rates and to take advantage of the dual fuel capabilities at many of
our facilities.

NRG Power Marketing conducts its activities in accordance with risk
management guidelines approved by the NRG Power Marketing board of directors,
which has primary responsibility for oversight of NRG Power Marketing
activities. The members of the NRG Power Marketing board of directors are our
Chairman and Chief Executive Officer, Senior Vice President -- North America,
and our General Counsel. The NRG Power Marketing board reports monthly to our
Financial Risk Management Committee, which consists of our Chief Financial
Officer, Treasurer, Controller, Senior Vice President -- North America and
Northern States Power's Treasurer. The trading authority of each of our power
marketing employees is determined by the position they hold. For example,
contract administrators and fuel managers are limited to forward positions of up
to one month, with a risk limit of $350,000. Transactions that would exceed
these limits must receive varying levels of advance approvals. Transactions with
a term of over one year and a risk greater than $1,250,000 need to be approved
by the NRG Power Marketing board. Our risk management guidelines also require
that our treasury department perform a credit review, and approve all
counterparties, prior to the entering into transactions with such
counterparties.

Our risk management guidelines also require that our treasury department
approves in advance credit limits for all counterparties. That is, all
transactions are for physical delivery of the particular commodity for the
specified period. These physical delivery transactions may take the form of
fixed price, floating price or indexed sales or purchases, and options on
physical transactions, such as puts, calls, basis transactions and swaps, are
also permitted. Contracts for the transmission and transportation of these
commodities are also authorized, as necessary, in order to meet physical
delivery requirements and obligations. All forward sales and purchases of
electricity and fuel are reported to the board of directors of NRG Power
Marketing and to our Financial Risk Management Committee. In accordance with the
risk management guidelines, no more than 50% of the uncommitted energy or
capacity of any facility will be sold forward without the approval of the board
of directors of NRG Power Marketing. Violation by any employee of any of the
risk management guidelines is grounds for immediate termination of employment.

PLANT OPERATIONS

Our success depends on our ability to achieve operational efficiencies and
high availability at our generation facilities. In the new merchant energy
industry, minimizing operating costs without compromising safety or
environmental standards while maximizing plant flexibility and maintaining high
reliability is critical to maximizing profit margins, and our operations and
maintenance practices are designed to achieve these goals.

Accordingly, we place a high level of importance on maximizing the
operational performance and availability of our generation assets. Our
availability goals are not driven by traditional benchmarks, such as daily or
annual availability, but are focused on each facility's availability during
periods when power prices are significantly above the variable cost of producing
power at that facility -- what we call "in-market" availability.

Our overall corporate strategy of establishing a top three presence in
certain core markets is in part driven by our operational strategy. While our
approach to plant management emphasizes the operational autonomy of our
individual plant managers and staff to identify and resolve operations and
maintenance issues at their respective facilities, we are also implementing a
regional shared practices system in order to facilitate the exchange of
information and best practices among the plants in our various regions. We have
organized our operations geographically such that inventories, maintenance,
backup and other operational functions are pooled within a region. This approach
enables us to realize cost savings and enhances our ability to meet our facility
availability goals. Plant supervisors and staff within core markets and across
our

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company typically participate in weekly conference calls in order to discuss
operational issues and share best practices.

We have a long track record of excellence in operating a diverse portfolio
of generation assets. We currently operate and maintain approximately 17,600 MW
of generating capacity, approximately 9,500 MW which we do not wholly own. We
are establishing a compensation and incentive program to motivate our operations
staff to realize operational efficiency and in-market availability goals. In the
short time since we have closed our most recent acquisitions in the northeastern
United States, we have been successful in increasing the efficiency and
availability of most of these facilities while at the same time reducing the
number of staff required to operate such facilities.

An example of our successful operating performance is our Gladstone
facility. Although we only own 37.5% of Gladstone, we are the sole operator of
this facility and receive an annual operating fee and an operating performance
bonus for achieving plant availability targets. We have earned performance
bonuses for each year since the privatization of the Gladstone facility in March
1994.

At facilities where we are an equity holder, but do not have operational
responsibility, we typically require that we have a seat on a management
committee or an operational committee. Through these positions, we are able to
be kept abreast of plant status, pose questions and receive timely responses on
pressing operations issues. At various times, we have used our technical
personnel or we have contracted to use Northern States Power's personnel to
provide consulting assistance for these projects.

Finally, safety is a key area of concern to us. We believe that the most
efficient and profitable performance of our facilities can only be accomplished
within a safe working environment for our employees. Our compensation and
incentive program includes safety as a key factor in evaluating our employees,
and we have a well-developed reporting system to track safety and environmental
incidents at our facilities.

MANAGEMENT, ORGANIZATIONAL AND CORPORATE DEVELOPMENT STAFF STRUCTURE

We have established three major corporate regions, North America, Europe
and Australia, and have placed senior vice presidents in charge of each.
Further, we have subdivided the North American and European generation business
regions as follows: the North American business into Northeast, South Central
and West Coast regions and the European business into the United Kingdom and
Central Europe regions. The senior vice presidents and regional staff of each of
these regions are responsible for the full spectrum of development activities as
well as responsibility for asset optimization within each region.

Our regional structure promotes market expertise and knowledge within our
core markets. Each regional team carefully evaluates greenfield and acquisition
opportunities against risk and return guidelines determined by management. Ten
years of development experience have resulted in thorough and efficient due
diligence procedures, whereby our cross-functional teams focus on the particular
issues that are most critical to each project under consideration. If an
opportunity meets the requirements of the regional management team and will
strengthen our regional portfolio, our senior management must review the project
before it is presented to our board of directors.

INDEPENDENT POWER GENERATION PROJECTS -- DOMESTIC

Most of our domestic projects are grouped under three regional holding
companies corresponding to our domestic core markets. In order to better manage
our domestic projects and to more effectively develop new projects in these
regions, we have recently established regional offices in Pittsburgh,
Pennsylvania (Northeast region), Baton Rouge, Louisiana (South Central region)
and San Diego, California (West Coast region). Upon the completion of the Conectiv asset acquisition, it is expected that the assets will be grouped into
a new Mid-Atlantic region.

We intend our generation facilities within each region to be operated as a
separate business. This regional portfolio structure will allow us to coordinate
the operations of our assets to take advantage of

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regional opportunities, reduce risks related to outages, whether planned or
unplanned, and pursue expansion plans on a regional basis.

NORTHEAST REGION

We own approximately 7,100 MW of generation capacity in the Northeast
United States in New York, New Jersey, Connecticut, Massachusetts and
Pennsylvania. These generation facilities are well diversified in terms of
dispatch level (baseload, intermediate and peaking), fuel source (coal, natural
gas and oil) and customers. In addition, we believe certain of our facilities
and facility sites in the Northeast provide opportunities for repowering or
expansion of existing generating capacity.

Our Northeast facilities are generally competitively positioned within
their respective market dispatch levels with favorable market dynamics and
locations close to the major load centers in the New York Power Pool and New
England Power Pool. For example, the Arthur Kill and Astoria gas turbine
facilities are located in the New York City in-city market and represent
approximately 20% of the installed capacity inside this transmission constrained
area. Load serving entities in the New York City in-city market must currently
contract for 80% of their requirements from in-city resources. We believe there
is presently limited potential to construct new in-city generation capacity or
to gain transmission access to other generating capacity.

We currently sell a portion of the energy and capacity generated by our
assets in the Northeast region into the New York Power Pool.Acquisition. The independent
system operator for the New York Power Pool has recently imposed price
limitations on certain ancillary services sold in this market. We have joined
several other independent power producers in New York in filing a claim with
FERC challenging the independent system operator's actions. If this claim is
unsuccessful, our revenues from ancillary services sold in the New York Power
Pool could be substantially reduced.

To achieve financing, cost and administrative advantages we have pooled our
100% owned Northeast generation assets into a regional holding company, NRG
Northeast Generating LLC. Through NRG Northeast Generating, we financed a
significant portion of the purchase prices for the separate acquisitions of
these generation facilities by means of a $750 million debt financing, which was
completed in February 2000.

Through our ownership of 20% of Cogeneration Corporation of America, our
Northeast assets also include several small, indirectly held, interests in
facilities located in New York, New Jersey and Pennsylvania.

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The following table summarizes our Northeast generation facilities:

OUR
OUR NET
TOTAL OWNERSHIP INTEREST
NAME AND LOCATION OF FACILITY PURCHASER/POWER MARKET MW INTEREST (MW) FUEL TYPE
- ----------------------------- ---------------------- -------- --------- -------- ---------

Oswego, New York...................... NIMO/NYISO 1,700 100.00% 1,700 Oil/Gas
Huntley, New York..................... NIMO/NYISO 760 100.00% 760 Coal
Dunkirk, New York..................... NIMO/NYISO 600 100.00% 600 Coal
Arthur Kill, New York................. Con Ed/NYISO 842 100.00% 842 Gas
Astoria Gas Turbines, New York........ Con Ed/NYISO 614 100.00% 614 Gas
Somerset, Massachusetts(1)............ EUA/NEPOOL/ISO-NE 229 100.00% 229 Coal/Jet Fuel
Middletown, Connecticut............... NEPOOL/NYPP/ISO-NE 856 100.00% 856 Oil/Gas/Jet Fuel
Montville, Connecticut................ NEPOOL/NYPP/ISO-NE 498 100.00% 498 Gas/Oil
Norwalk, Connecticut.................. NEPOOL/NYPP/ISO-NE 353 100.00% 353 Oil
Devon, Connecticut.................... NEPOOL/NYPP/ISO-NE 401 100.00% 401 Gas/Jet Fuel
Connecticut Jet Power, Connecticut.... NEPOOL/NYPP/ISO-NE 127 100.00% 127 Oil
CogenAmerica (Grays Ferry), Penn...... PECO Energy 150 10.00% 15 Gas/Oil
CogenAmerica (Parlin), New Jersey..... Jersey Central Power & Light 122 20.00% 24 Gas/Oil
CogenAmerica (Newark), New Jersey..... Jersey Central Power & Light 54 20.00% 11 Gas/Oil
Other(2).............................. Various 296 Various 69 Various
----- -----
Total............................... 7,602 7,099
===== =====

- ---------------

(1) Includes 69 MW of deactivated reserve.

(2) Includes 69 MW of net equity interests in seven projects.

The following generation facilities were purchased together in bundled
transactions:

- Astoria and Arthur Kill facilities for $505 million;

- Huntley and Dunkirk facilities for $355 million; and

- Middletown, Montville, Norwalk, Devon, and Connecticut jet facilities
for $519 million.

The purchase prices for each of the facilities set forth below, other than the
Oswego and Somerset facilities, reflects anfinal allocation of the purchase price paid in the bundled transaction in which it was acquired.

Oswego Facility. The Oswego facility was acquired from Niagara Mohawk
Power Corporation and Rochester Gas & Electric Company in October 1999 for a
purchase price of $84.9 million. The Oswego facility, located in Oswego, New
York, is a natural gas/oil-fired, peaking plant consisting of two units with a
total capacity of 1,700 MW. The Oswego facility is currently a source of excess
emission allowances that can be utilized at other facilities. We expect to
operate this facility as a peaking facility. In connection with this
acquisition, we entered into a four year transition power purchase agreement
with Niagara Mohawk Power under which we agreed to sell to Niagara Mohawk Power
100% of the capacity of one unit, an option for up to 40% of the capacity of the
second unit, and an option to purchase a nominal amount of energy from both
units.

Huntley Facility. The Huntley facility was acquired from Niagara Mohawk
Power in June 1999 for a purchase price of $155.7 million. The Huntley facility,
located near Buffalo, New York, is a coal-fired, base-load facility consisting
of six units with a total capacity of 760 MW. The Huntley facility is among the
lowest cost fossil fuel plants that sell into the New York Power Pool. We plan
to operate it as a base-load facility. In connection with the acquisition of
this facility, we entered into four-year transition power purchase agreements
under which we agreed to sell to Niagara Mohawk Power 100% of the capacity of,
and an option to purchase up to 45% of the annual energy output from, certain
units of the Huntley facility.

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Dunkirk Facility. The Dunkirk facility was acquired from Niagara Mohawk
Power in June 1999 for a purchase price of $199.3 million. The Dunkirk facility,
located in Dunkirk, New York, is a coal-fired, base-load facility consisting of
four units with a total capacity of 600 MW. The Dunkirk facility is among the
lowest variable cost fossil fuel plants that sell into the New York Power Pool.
We plan to operate it as a base-load facility. In connection with the
acquisition of this facility, we entered into four-year transition power
purchase agreements under which we agreed to sell to Niagara Mohawk Power 100%
of the capacity of, and an option to purchase up to 39% of the annual energy
outputcould differ materially from the Dunkirk facility.

Arthur Kill Facility. The Arthur Kill facility was acquired from
Consolidated Edison Company of New York, Inc. in June 1999 for a purchase price
of $395.6 million. The Arthur Kill facility, located in Staten Island, New York,
is a natural gas/oil-fired, intermediate/peaking plant consisting of three units
with a total capacity of 842 MW.

Astoria Facility. The Astoria facility was acquired from Consolidated
Edison in June 1999 for a purchase price of $109.5 million. The Astoria
facility, located in Queens, New York, is a gas/liquid fuel-fired, peaking plant
consisting of 11 units with a total capacity of 614 MW.

In connection with the acquisition of the Arthur Kill and the Astoria
facilities, we entered into transition capacity sales agreements under which we
agreed to sell to Consolidated Edison at a fixed price, during certain periods,
up to 100% of the capacity of each of the Arthur Kill and Astoria facilities for
a transition period ending on the later of (a) the earlier of (i) December 31,
2002 or (ii) the date such facility receives notice from the independent system
operator in New York State that none of the electric generation capacity of such
facility is required for meeting the installed capacity requirements in New York
City, or (b) the end of the capability period immediately preceding the
capability period covered by the first auction for capacity sponsored by the
independent system operator in New York State.

Somerset Facility. The Somerset facility was acquired from Montaup
Electric Company, an affiliate of Eastern Utilities Associates, in April 1999
for a purchase price of $55.2 million. The Somerset facility, located in
Somerset, Massachusetts, is an oil/coal-fired, base-load/peaking facility
consisting of three units with a total capacity of 229 MW (160 MW of which is
currently operational). The Somerset facility provides low variable cost
capacity, strategically positioned to sell power into the New England Power
Pool. We intend to operate this facility as a peaking and base-load facility,
depending on market conditions. In connection with this acquisition, we also
entered into a wholesale standard offer service agreement under which we are
obligated to provide approximately 30% of the energy and capacity requirements
of certain affiliates of Eastern Utilities Associates, which we estimate to be
approximately 275 MW at peak requirement, until December 31, 2009. The
difference between this service requirement and our operational capacity at
Somerset is made up by a combination of power supplied by our other Northeast
facilities and purchased power.

Connecticut Facilities

In connection with the acquisition of the Middletown, Montville, Norwalk,
Devon, and Connecticut Jet facilities from Connecticut Light & Power, we entered
into a four-year standard offer service wholesale sales agreement with
Connecticut Light & Power pursuant to which we will supply to Connecticut Light
& Power at fixed prices a portion of Connecticut Light & Power's aggregate
retail load. The quantity of power to be supplied is equal to 35% of Connecticut
Light & Power's standard offer service load during calendar year 2000, 40%
during calendar years 2001 and 2002, and 45% during calendar year 2003. We
estimate that 45% of Connecticut Light & Power's standard offer service load in
2003 will be approximately 2,000 MW at peak requirement. The agreement
terminates on December 31, 2003. We believe the Connecticut facilities are
strategically positioned for sales into the New England Power Pool and have a
competitive advantage on transmission charges; we will operate these facilities
as peaking and intermediate facilities to take advantage of market volatility.

Middletown Facility. The Middletown facility was acquired from Connecticut
Light & Power Company in December 1999 for a purchase price of $92.5 million.
The Middletown facility, located in

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Middetown, Connecticut, is a natural gas/oil-fired intermediate/peaking plant
consisting of four units with a total capacity of 856 MW.

Montville Facility. The Montville facility was acquired from Connecticut
Light & Power in December 1999 for a purchase price of $216.2 million. The
Montville facility, located in Uncasville, Connecticut, is a natural
gas/oil-fired intermediate/peaking load plant consisting of four units with a
total capacity of 498 MW.

Norwalk Facility. The Norwalk facility was acquired from Connecticut Light
& Power in December 1999 for a purchase price of $75.0 million. The Norwalk
facility, located in Norwalk, Connecticut, is an oil-fired, intermediate/peaking
load plant consisting of three units with a total capacity of 353 MW.

Devon Facility. The Devon facility was acquired from Connecticut Light &
Power in December 1999 for a purchase price of $113.3 million. The Devon
facility, located in Milford, Connecticut, is a natural gas/oil-fired,
intermediate/peaking load facility consisting of seven units with a total
capacity of 401 MW.

Connecticut Jet Facilities. These six combustion turbine facilities were
acquired from Connecticut Light & Power in December 1999 for a purchase price of
$22.3 million. These facilities, located in Branford, Torrington Terminal,
Franklin Drive and Cos Cob, Connecticut, are oil-fired, peaking units consisting
of six units with a total capacity of 127 MW.

SOUTH CENTRAL UNITED STATES REGION

We own approximately 1,888 MW of generation capacity in the South Central
United States, primarily in Louisiana. Our South Central generation assets
consist primarily of our net ownership of 1,708 MW power generation facilities
in New Roads, Louisiana that we acquired in March 2000 as a result of a
competitive bidding process following a Chapter 11 bankruptcy. We refer to these
facilities as the Cajun facilities. We believe that the Cajun facilities and
infrastructure provide significant opportunities for expanding our generation
capacity in the region. We intend to further augment our recent acquisition of
the Cajun facilities in Louisiana with additional projects in the area.

To achieve financing, cost and administrative advantages we formed a
regional holding company, NRG South Central Generating LLC, to hold our
ownership interest in Louisiana Generating LLC, the owner of the Cajun
facilities. Through NRG South Central Generating, we financed a significant
portion of the purchase pricepreliminary allocation used for the Cajun facilities by means of a $800
million debt financing completed in March 2000.

Through our ownership of 20% of Cogeneration Corporation of America, our
South Central assets also include two small, indirectly held, interests in
facilities located in Oklahoma and Illinois.

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The following table summarizes our South Central generation facilities:

OUR OUR NET
TOTAL OWNERSHIP INTEREST
NAME AND LOCATION OF FACILITY PURCHASER/POWER MARKET MW INTEREST (MW) FUEL TYPE
- ----------------------------- ---------------------- ----- --------- -------- ---------

Big Cajun I, Louisiana
Unit 1................................... Cooperatives/Municipals 110 100.00% 110 Gas
Unit 2................................... Cooperatives/Municipals 110 100.00% 110 Gas
Big Cajun II, Louisiana
Unit 1................................... Cooperatives/Municipals 575 100.00% 575 Coal
Unit 2................................... Cooperatives/Municipals 575 100.00% 575 Coal
Unit 3................................... Cooperatives/Municipals 575 58.00% 338 Coal
Sterlington, Louisiana(1).................. Various 200 100.00% 200 Gas
Rocky Road Power, Illinois(2).............. ECAR/MAIN 350 50.00% 175 Gas
Other(3)................................... Various 337 Various 55 Various
----- -----
Total.................................. 2,832 2,138
===== =====

- ---------------

(1) Under construction, expected to be phased into service between June and
December 2000.

(2) Includes 100 MW expected to be in service June 2000.

(3) Includes 55 MW of net equity interests in three facilities.

Cajun Facilities. The Cajun facilities were acquired in a competitive
bidding process following a Chapter 11 bankruptcy filing by their former owner,
Cajun Electric Power Cooperative, Inc. We paid approximately $1,026 million for
these facilities. The Cajun facilities consist of 100% of two gas-fired,
intermediate/peaking electric generation units with a total capacity of 220 MW,
which we collectively refer to as "Big Cajun I," and two coal fired, baseload
power generation units with a total capacity of 1,150 MW and a 58% interest in a
third coal-fired, baseload unit with a total capacity of 575 MW, which we
collectively refer to as "Big Cajun II." The Cajun facilities have benefited
from an extensive maintenance program over their history and from capital
expenditures in excess of $26 million from 1997 through 1999 while under the
stewardship of Cajun Electric's bankruptcy trustee.

We believe the bankruptcy resulted from Cajun Electric's inability to
service approximately $4,200 million in secured debt provided in part by the
Rural Utilities Service of the United States Department of Agriculture, most of
which was incurred as a result of the purchase by Cajun Electric of a 30%
interest in the River Bend Nuclear Station Unit I, a nuclear electric generating
facility located in Saint Francisville, Louisiana. Cajun Electric's 30% interest
in the River Bend nuclear facility was transferred to Entergy Gulf States in
December 1997. We have no ownership interest in the River Bend nuclear facility
or responsibility for any indebtedness of Cajun Electric to the Rural Utilities
Service or otherwise.

We sell most of the energy and capacity of the Cajun facilities to 11 of
Cajun Electric's former power cooperative members. Seven of these cooperatives
have entered into 25-year power purchase agreements with us, and four have
entered into two to four year power purchase agreements. In addition, we sell
power under contract to two municipal power authorities and one investor-owned
utility that were former customers of Cajun Electric. We estimate that payments
under the contracts with the 11 cooperatives will account for approximately 72%
of the Cajun facility's projected 2001 revenues, and that payments under the
contracts with the municipal power authorities and the investor-owned utility
will account for approximately 7% of such revenues.

Rocky Road Facility. We acquired a 50% interest in the Rocky Road facility
from Dynegy in December 1999 for a purchase price of approximately $60.0
million. The Rocky Road facility, located in East Dundee, Illinois, is a
gas-fired, peaking facility consisting of two units with a total capacity of 250
MW. The facility began commercial operations in June 1999 and received approval
for the installation of an additional 100 MW natural gas combustion turbine in
October 1999. The expansion is expected to be in service before the start of the
peak summer 2000 season. This facility is a merchant facility that sells energy
into the ECAR and MAIN markets.

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Sterlington Facility. The Sterlington facility is a 200 MW simple cycle
gas-fired peaking facility under construction in Sterlington, Louisiana.
Commercial operations are expected to be phased in between June and December
2000. We anticipate that the facility will sell power into five nearby power
pools.

WEST COAST REGION

We own approximately 1,603 MW of generating capacity on the West Coast of
the United States. Our West Coast generation assets consistUnaudited Pro Forma Condensed Combined Consolidated Balance Sheet primarily of a 50%
interest in West Coast Power LLC and a 58% interest in the Crockett Cogeneration
facility. In May 1999, we and Dynegy formed West Coast Power to serve as the
holding company for a portfolio of operating companies which own generation
assets in Southern California. These assets are currently comprised of the El
Segundo Generating Station, the Long Beach Generating Station, the Encina
Generating Station and 17 combustion turbines in the San Diego area. We believe
certain of our facilities and facility sites on the West Coast provide
opportunities for repowering or expansion of generating capacity.

We and Dynegy intend to utilize West Coast Power as a growth vehicle
through which future investments in assets serving the Californiabecause power market will be held. We believe that West Coast Power will benefit from synergies and
economies of scale through a common management structure, and that it has an
attractive mixture of revenue sources, including merchant and, as described
below, "must-run" plants. In addition, West Coast Power has power marketing
flexibility, in which a power shortage in one unit or plant can be compensated
with excess power from another unit. Dynegy is providing power marketing
services to West Coast Power.

In June 1999, West Coast Power financed a significant portion of the
purchase price for its assets with a 5-year, $362.5 million limited-recourse
bank facility secured by the limited liability company interests and project
assets of the El Segundo, Long Beach and Encina facilities and the San Diego
combustion turbines.

The Encina facility and the San Diego combustion turbines are currently
subject to "Reliability Must-Run" agreements with the California independent
system operator. These must-run agreements take the form of a call option
contract under which the California independent system operator will pay a fixed
capacity payment for the right to dispatch the unit, and variable costs are
passed through at cost. We, however, retain the right to participate in any
energy or ancillary services markets prior to being dispatched as a must-run
unit. Must-run agreements with the California independent system operator are
intended to mitigate regional market power and make up for inadequate power
supplies in a specific area. The must-run agreements require us to provide power
and ancillary services when requested by the California independent system
operator. The must-run agreements have a one-year term, which the California
independent system operator may extend indefinitely for additional one-year
periods. We estimate that payment made under must-run contracts will account for
approximately 17% to 21% of the revenues from projects owned by West Coast
Power.

The following table summarizes our West Coast generation facilities:

OUR OUR NET
TOTAL OWNERSHIP INTEREST
NAME AND LOCATION OF FACILITY PURCHASER/POWER MARKET MW INTEREST (MW) FUEL TYPE
- ----------------------------- ---------------------- ------ --------- -------- ---------

El Segundo Power, California................. Cal PX 1,020 50.00% 510 Gas
Encina, California........................... Cal PX/Must-run 965 50.00% 482 Gas
Long Beach Generating, California............ Cal PX 530 50.00% 265 Gas
San Diego Combustion Turbines, California.... Cal PX/Must-run 253 50.00% 127 Gas
Crockett Cogeneration, California............ PG&E 240 57.67% 138 Gas
Mt. Poso Cogeneration, California............ PG&E; 50 39.10% 19 Coal
Other(1)..................................... Various 93 Various 62 Various
------ -----
Total........................................ 3,151 1,603
====== =====

- ---------------

(1) Includes our net equity interests in three small facilities.

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El Segundo Generating Facility. The El Segundo facility was acquired from
Southern California Edison Company in April 1998 for a purchase price of $87.7
million. The El Segundo facility, located in El Segundo, California, is a
gas-fired, intermediate facility consisting of four units with a total capacity
of 1,020 MW. The El Segundo facility sells electricity through the California
power exchange.

Encina Generating Facility. The Encina facility was acquired from San
Diego Gas & Electric in May 1999 for a purchase price of $290.5 million. The
Encina facility, located in Carlsbad, California, is a gas-fired,
intermediate/peaking facility consisting of six units with a total capacity of
965 MW. The Encina facility sells electricity through the California power
exchange and under must-run agreements.

Long Beach Generating Facility. The Long Beach facility was acquired from
Southern California Edison in March 1998 for a purchase price of $29.8 million.
The Long Beach facility, located in Long Beach, California, is a gas-fired,
peaking facility consisting of nine units with a total capacity of 530 MW. The
Long Beach facility sells peak electricity and ancillary services through the
California power exchange.

San Diego Combustion Turbines. The San Diego combustion turbines were
acquired from San Diego Gas & Electric in May 1999 for a purchase price of $69.1
million. The San Diego combustion turbines, located on seven different sites in
San Diego County, California, consist of 17 combustion turbines with a total
capacity of 253 MW. The combustion turbines have the ability to provide spinning
reserve, black start capability, quick start capability, voltage support and
quick load capability for the ancillary services market. The combustion turbines
sell electricity through the California power exchange and under must-run
agreements.

Crockett Cogeneration Facility. We own a 58%prices, interest in the Crockett
cogeneration facility located in Crockett, California on the San Francisco Bay.
We acquired our interest in November 1997 for $46.4 million. The Crockett
facility is a gas-fired facility with a total capacity of 240 MW. This facility
supplies all of the refinery steam needs of the adjacent C&H Sugar Company
refinery and sells capacity and energy under a modified, interim standard offer
power sales agreement to Pacific Gas & Electric Company, which expires in May
2026.

Mt. Poso Cogeneration Facility. We own a 39% interest in the Mt. Poso
cogeneration facility located near Bakersfield, California. We acquired an
initial 22% interest in November 1997 for $14.3 million and our remaining
interest in June 1998 for $4.7 million. The Mt. Poso facility is a coal-fired,
facility with a total capacity of 50 MW. The facility sells steam to an adjacent
oil field owned by the project company and the capacity and energy are sold
under a long-term, interim standard offer power sales agreement to Pacific Gas &
Electric, which expires in May 2019.

PENDING MID-ATLANTIC ACQUISITIONS

In January 2000, we executed purchase agreements with subsidiaries of
Conectiv to acquire 1,875 MW of coal, gas and oil-fired electric generating
capacityrates and other assets. Wevaluation variables will pay approximately $800 million for the
assets, a portion of which willfluctuate over time and be financed by project-level debt. The assets
include the BL England and Deepwater facilities in New Jersey, the Indian River
facility in Delaware and the Vienna facility in Maryland, and interests in the
Conemaugh (7.6%) and Keystone (6.2%) facilities in Pennsylvania. The purchase
also includes excess emissions allowances. Subject to receipt of required
regulatory approvals, we expect the acquisition to close in the fourth quarter
of 2000.

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Subject to final documentation, we will sell 500 MW of capacity and associated
energy to a subsidiary of Conectiv under a five-year power purchase agreement
commencing upon the closing of the acquisition.

BL England, New Jersey................... Conectiv/PJM 447 100.00% 447 Coal/Oil
Deepwater, New Jersey.................... Conectiv/PJM 239 100.00% 239 Gas/Coal/Oil
Indian River, Delaware................... Conectiv/PJM 784 100.00% 784 Coal
Vienna, Maryland......................... Conectiv/PJM 170 100.00% 170 Oil
Conemaugh, Pennsylvania.................. Conectiv/PJM 1,711 7.55% 129 Coal
Keystone, Pennsylvania................... Conectiv/PJM 1,711 6.17% 106 Coal
----- -----
Total.................................. 5,062 1,875
===== =====

DOMESTIC DEVELOPMENT

We are currently pursuing a number of development projects in our core
domestic markets. We have recently agreed to purchase 16 turbine generators from
GE Power Systems and two turbine generators from Siemens Westinghouse over a six
year period commencing in 2001. These new turbines, which we expect to install
at domestic facilities, will have a combined capacity of approximately 3,300 MW.

Our development activities in the United States also include greenfield
opportunities. With our partners, Salt River Project and Dynegy, we announced
plans to develop an 825 MW gas-fired, combined-cycle generation facility to
serve the growing demand for electricity in the greater Phoenix area. Final
negotiations on project agreements are in progress and site permitting has
begun.

INDEPENDENT POWER GENERATION PROJECTS- INTERNATIONAL

AUSTRALIA

We are the largest independent power producer in Australia with a net
ownership interest of 1,312 MW. We intend to maintain our position in the market
through additional acquisitions and development of new projects. We will also
look for opportunities in selected countries in the Asia Pacific region to
become established within the region.

The following table summarizes our Australian assets:

OUR OUR NET
POWER MARKET/ TOTAL OWNERSHIP INTEREST
NAME AND LOCATION OF FACILITY PURCHASER MW INTEREST (MW) FUEL TYPE
- ----------------------------- ------------- ------ --------- -------- ---------

Gladstone Power Station (Queensland),
Australia............................... QPTC; Boyne Smelter 1,680 37.50% 630 Coal
Loy Yang Power A (Victoria), Australia.... Victorian Pool 2,000 25.37% 507 Coal
Collinsville (Collinsville), Australia.... QPTC 192 50.00% 96 Coal
Energy Developments Limited (Various),
Australia............................... Various 274 29.14% 79 LFG/Methane
----- -----
Total................................... 4,146 1,312
===== =====

Gladstone Facility. The Gladstone facility is a 1,680 MW coal-fired power
generation facility located in Gladstone, Australia. We acquired a 37.5%
ownership interest in the Gladstone facility for $64.4 million when the facility
was privatized in March 1994.

We are responsible for operation and maintenance of the Gladstone facility
pursuant to a 17 year operation and maintenance agreement that commenced in
1994, which includes an annual bonus based on availability targets. The
Gladstone facility sells electricity to the Queensland Power Trading Corporation
and also to Boyne Smelters Limited. Pursuant to an interconnection and power
pooling agreement, Queensland Power is obligated to accept all electricity
generated by the facility, subject to merit order dispatch, for an initial term
of 35 years.
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50

Queensland Power also entered into a 35-year capacity purchase agreement
with each of the project's owners for such owner's percentage of the capacity of
the Gladstone facility, excluding that sold directly to Boyne Smelters. Under
the capacity purchase agreements, the facility owners are paid both a capacity
and an energy charge by Queensland Power. The capacity charge is designed to
cover the projected fixed costs allocable to Queensland Power, including debt
service and an equity return, and is adjusted to reflect variations in interest
rates. A capacity bonus is also available if the equivalent availability factor
exceeds 88% on a 24 month rolling average basis, and damages are payable by the
project's owners if it is less than 82% on that same basis. As of December 31,
1999, the two-year average equivalent availability factor was 87.7%.

The owners of Boyne Smelters have also entered into a power purchase
agreement with each of the project's owners, providing for the sale and purchase
of such owner's percentage share of capacity allocated to Boyne Smelters. The
term of each of these power purchase agreements is 35 years. The owner of Boyne
Smelters is obligated to pay to each of the project's owners a demand charge
that is intended to cover the fixed costs of supplying capacity to Boyne
Smelters, including debt service and return on equity. The owner of Boyne
Smelters is also obligated to pay an energy charge based on the fuel cost
associated with the production of energy from the Gladstone facility. Expansion
at Boyne Smelters resulted in an increase in capacity utilization from
approximately 41% in 1994 to 60% in 1999. We anticipate that the capacity
utilization will increase to approximately 64% in 2000.

Recent reforms to the Queensland electricity industry arising from the
introduction of the National Electricity Market have changed the regulatory
framework in which the Gladstone facility operates. In particular, the existing
arrangements relating to the commitment and dispatch of the facility and the
supply of power to customers of the facility no longer accord with the
mechanisms for buying and selling electricity in Queensland. As a result,
Queensland Power and the other parties to the project agreements have entered
into negotiations to alter the agreements to accomplish two goals: (1)
compliance with the new framework arising from the introduction of the National
Electricity Market, while ensuring that the actual operator of the power station
is similar to that under the existing agreements and (2) preservation, to the
extent possible, of the commercial positions of all parties. We expect amended
agreements to be finalized and signed by the end of calendar year 2000 and we
believe that any amended agreements will have no impact on the risk profile or
financial performance of the Gladstone facility.

Effective December 9, 1999, the Australian government reduced the corporate
income tax rate. This reduction of Australian corporate income tax rates
resulted in an increase in our net income related to this facility of $3.9
million for 1999.

Loy Yang Facility. We have a 25.4% interest in Loy Yang Power which owns
and operates the 2,000 MW Loy Yang A brown coal fired thermal power station and
the adjacent Loy Yang coal mine located in Victoria, Australia. This interest
was purchased for AUS$340 million (approximately US$264.3 milliondifferent at the time of the acquisition) in 1997. The power station has four units, each with a 500 MW
boiler and turbo generator, which commenced commercial operation between July
1984 and December 1988. In addition, Loy Yang manages the common infrastructure
facilities that are located on the Loy Yang site, which service not only the Loy
Yang A facility, but also the adjacent Loy Yang B 1,000 MW power station, a
pulverized dried brown coal plant, and several other nearby power stations.

The wholesale electricity market in Australia is regulated under the
National Electricity Law which provides for a legally enforceable National
Electricity Code which defines the market rules. The code also makes provision
for the establishmentcompletion of the National Electricity Market Management CompanyAcquisition compared to manage the power system, maintain system security and administeramounts assumed in the spot
market. Under the rulespro forma adjustments.

Table of Contents

DESCRIPTION OF OUR CAPITAL STOCK
The following is a summary of the National Electricity Market, the Loy Yang
facility is required to sell allmaterial terms of its output of electricity through the
competitive wholesale market for electricity operated and administered by the
National Electricity Market.

In the National Electricity Market power pool system, it is not possible
for a generator such as Loy Yang to enter into traditional power purchase
agreements. In order to provide a hedge against pool price volatility,
generators have entered into "contracts for differences" with distribution
companies, electricity
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retailers and industrial customers. These contracts for differences are
financial hedging instruments, which have the effect of fixing the price for a
specified quantity of electricity for a particular seller and purchaser over a
defined period. They establish a "strike price" for a certain volume of
electricity purchased by the user during a specified period; differences betweenNRG's capital stock that "strike price" and the actual price set by the pool give rise to
"difference payments" between the parties at the end of the period. Even if Loy
Yang is producing less than its contracted quantity it will still be required to
make and will be entitled to receive difference payments for the amounts set
forthissued in its contracts for differences.

Loy Yang also has contracts with the Victorian distribution companies in
respect of regulated customer load. These contracts, called "vesting contracts,"
account for approximately 64% of Loy Yang's forecasted revenue from generation,
and provide some stability in Loy Yang's revenues until all these contracts
expire on December 31, 2000. Loy Yang's contracts for differences are generally
for a term of one to two years, and the volume of load covered by these
contracts will increase as vesting contracts expire. The combination of the
contracts for differences and the vesting contracts covered approximately 90% of
Loy Yang's load at March 31, 2000.

Energy prices in the Victoria, Australia wholesale power market into which
our Loy Yang facility sells its power have been significantly lower than we had
expected when we acquired our interest in the facility. As a result, the Loy
Yang project company is currently prohibited by its loan agreements from making
equity distributions to the project owners. Based on our current power price
projections, we expect that the Loy Yang project company will fail to meet
required coverage ratios under its loan agreements beginning in the third
quarter of 2001, which would constitute an event of default. Moreover, if market
prices in Victoria continue at current levels (which are below our current power
price projections) we expect that the Loy Yang project company will be unable to
service its long-term debt obligations beginning in the first quarter of 2002.
In either case, absent a restructuring of the project company's debt, the
project company's lenders would be allowed to accelerate the project company's
indebtedness. We could be required to write-off all or a significant portion of
our $250 million investment in this project as a result of such acceleration, a
determination by the project company that a write-down of its assets is required
or our determination that we would not be able to recover our investment in this
project.

In February 2000, CMS Energy announced its intention to divest its 49.6%
ownership in the Loy Yang project. CMS Energy indicated that it intended to sell
its interest because the project was no longer of strategic value to its
portfolio and had not met its financial expectations. The remaining partners in
the Loy Yang project have rights of first refusal with respect to CMS Energy's
sale of its interest.

The 1999 reduction of Australian corporate income tax rates described above
resulted in a decrease in our net income related to this facility of $3.4
million for 1999.

Collinsville Facility. The Collinsville Power Station is a 192 MW
coal-fired power generation facility located in Collinsville, Australia. In
March 1996, we acquired a 50% ownership interest in the idled Collinsville
facility for US$11.9 million when it was privatized by the Queensland State
government. The Collinsville facility was recommissioned and commenced
operations on August 11, 1998. We and Transfield Holdings Pty Ltd, the project's
other 50% owner, have entered into an 18 year power purchase agreement with
Queensland Power under which Queensland Power will pay both a capacity and an
energy charge to the project's owners. The capacity charge is designed to cover
the projected fixed costs allocable to Queensland Power, including debt service
and an equity return. The energy charge is based on the fuel costs associated
with the production of energy from the facility.

Energy Developments Limited. Energy Developments owns and operates
approximately 274 MW of generation primarily in Australia. Between February 1997
and April 1998, we acquired a total of 14,609,670 common shares and 16,800,000
convertible, non-voting preference shares of Energy Developments Limited, a
publicly traded company listed on the Australian Stock Exchange. We paid a total
of approximately AUS$69.1 million (US$44.5 million at the time of acquisition),
or AUS$2.20 (US$1.42 per share), for the shares, which represent approximately a
29% ownership interest in Energy Developments. We have agreed to restrictions on
our ability to purchase more shares or to dispose of any existing shares of
Energy Developments. The preference shares do not become convertible into common
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shares unless a takeover bid is made for Energy Developments. In such event, if
Energy Developments fails to comply with an obligation to appoint directors
nominated by the owner of the preference shares, the preference shares can be
converted at the option of the owner to common shares on a share-for-share
basis. The common shares of Energy Developments traded at AUS$12.35
(approximately US$7.50) per share on March 31, 2000.

EUROPE

We have been a significant participant in the independent power generation
markets in Germany and the Czech Republic since our entry into those markets in
1993. Our growth in Europe was also augmented in early-2000 with the acquisition of EME's assets. Because the Killingholme facility and the expected mid-2000 commencement of
commercial operations at the Enfield facility, both of which are located in the
United Kingdom. We intend to continue our growth efforts in these countries and
to develop projects in countries such as Poland Estonia and Turkey.

The following table summarizes our European assets:

OUR OUR NET
TOTAL OWNERSHIP INTEREST
NAME AND LOCATION OF FACILITY PURCHASER/POWER MARKET MW INTEREST (MW) FUEL TYPE
- ----------------------------- ---------------------- ------ --------- -------- ---------

Killingholme, UK............................ U.K. Electricity Grid 680 100.00% 680 Gas
Enfield, UK................................. U.K. Electricity Grid 396 25.00% 99 Gas
Schkopau Power Station, Germany............. VEAG 960 20.95% 200 Coal
MIBRAG mbH, Germany......................... WESAG/MIBRAG 110 33.33% 37 Coal
MIBRAG mbH, Germany......................... WESAG/MIBRAG 86 33.33% 29 Coal
MIBRAG mbH, Germany......................... WESAG/MIBRAG 37 33.33% 12 Coal
Kladno, Phase I, Czech Republic............. STE/Industrials 28 44.26% 12 Coal
Kladno, Phase II, Czech Republic............ STE/Industrials 345 44.50% 154 Coal/Gas
----- -----
Total..................................... 2,642 1,223
===== =====

Killingholme Facility. In March 2000, we acquired the 680 MW gas-fired
Killingholme combined-cycle, baseload facility in North Lincolnshire, England
from National Power plc. The purchase price was L390 million (approximately $615
million at the time of acquisition), subject to post-closing adjustments. We
financed the acquisition withis only a 19-year non-recourse credit facility that
provided for L235 million (approximately $370 million) for the costs of the
acquisition and L90 million (approximately $142 million) for letters of credit
and working capital needs. We are selling power from the facility into the
wholesale electricity market of England and Wales, and we intend to enter into
short and long term power contracts when we believesummary, it to be advantageous to do
so. The facility has a ten and one half year contract to purchase up to 70% of
its natural gas requirements from a subsidiary of Centrica plc. From January 1,
2000 through the date of the acquisition, we entered into a tolling agreement
with National Power pursuant to which we received revenues based on the
prevailing market prices for electricity in exchange for payments to National
Power based on the incremental operating cost of the power station.

We anticipate that prices for power in the wholesale electricity market of
England and Wales will decrease over the short term due to new trading rules
which are expected to come into effect and increased competition in this market.
This expected market trend was taken into account when we bid to acquire this
facility. In the future, we intend to enter into short- and long-term agreements
to sell a portion of the output from the Killingholme facility that will provide
a degree of stability to our revenues from the facility.

Enfield Facility. We hold a 25% interest in the Enfield Energy Center, a
396 MW gas-fired facility in the North London borough of Enfield, for which our
net investment is expected to be approximately $11.2 million. This project was
scheduled to commence commercial operation in November 1999, but due to problems
in the design and manufacture of the rotors and gas turbines, has been delayed
until June 2000. Although the construction contractor is contractually obligated
to make certain payments to partially compensate the owners of the project for
such delays, the obligation to make such payments in this situation and the
amount of such payments are being disputed. Nevertheless, we expect that once
the

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project is completed it will function as anticipated, and we do not expect this
delay to have a material adverse effect on the operations or financial results
of the facility.

Schkopau Facility. In 1993, we acquired for $18.2 million an indirect 50%
interest in a German limited liability company, Saale Energie GmbH, which then
acquired a 41.9% interest in a 960 MW coal-fired power plant that was under
construction in the East German city of Schkopau. The first 425 MW unit of the
Schkopau plant began operation in January 1996, the 110 MW turbine in February
1996, and the second 425 MW unit in July 1996. The coal is provided under a
long-term contract by MIBRAG's Profen lignite mine.

Saale Energie sells its allocated 400 MW portion of the plant's capacity
under a 25-year contract with VEAG, a major German utility that controls the
high-voltage transmission of electricity in the former East Germany. VEAG pays a
price that is made up of three components, the first of which is designed to
recover installation and capital costs, the second to recover operating and
other variable costs, and the third to cover fuel supply and transportation
costs. We receive 50% of the net profits from these VEAG payments through our
ownership interest in Saale Energie.

MIBRAG. We indirectly purchased a 33 1/3% interest in the equity of
Mitteldeutsche Braunkohlengesellschaft mbH ("MIBRAG") in 1994 for $10.6 million.
MIBRAG owns coal mining, power generation and associated operations, all of
which are located south of Leipzig, Germany. MIBRAG was formed by the German
government following the reunification of East and West Germany, to hold two
open-cast brown coal (lignite) mining operations, a lease on an additional mine,
three lignite-fired industrial cogeneration facilities and briquette
manufacturing and coal dust plants, all located in the former East Germany.
MIBRAG's cogeneration operations consist of the 110 MW Mumsdorf facility, the 86
MW Deuben facility and the 37 MW Wahlitz facility. These facilities provide
power and thermal energy for MIBRAG's coal mining operations and its briquette
manufacturing plants. All power not consumed by MIBRAG's internal operations is
sold under an eight-year power purchase agreement with Westsachsische Energie
Aktiengesellschaft, a recently privatized German electric utility. MIBRAG's
lignite mine operations include Profen, Zwenkau and Schleenhain with total
estimated reserves of 776 million metric tons, which is expected to last for
more than 40 years.

A dispute has arisen as to coal transportation compensation payments to be
made to MIBRAG pursuant to the acquisition agreement by Bundesanstalt fur
vereinigungsbedingte Sonderaufgaben ("BvS"), a German governmental entity that
facilitated the privatization of MIBRAG. The size of the annual coal
transportation compensation payments fluctuates based on the volume of coal
transported to the Schkopau facility. The payment due for 1999 was approximately
50 million deutsche marks (approximately US$25 million) and has been received by
MIBRAG. However, BvS disputes its obligation to make any future compensation
payments. MIBRAG and BvS are engaged in active discussions to resolve this
disagreement. Although MIBRAG believes that a satisfactory resolution can be
negotiated, if that did not occur and BvS ceased to make any further annual
transportation compensation payments to MIBRAG, but MIBRAG were nevertheless
required to continue to transport coal to the Schkopau facility without the
benefit of these transportation compensation payments at the prices agreed in
1993 when the compensation and acquisition agreements were negotiated, it would
have a material adverse effect on MIBRAG.

Kladno Facilities. The Energy Center Kladno project, located in Kladno,
the Czech Republic, consists of two distinct phases. In 1994, we acquired an
interest in the existing coal-fired electricity and thermal energy facility that
can supply 28 MW of electrical energy and 150 MW equivalent of steam and heated
water. This facility historically supplied electrical energy to a nearby
industrial complex. The second phase was the expansion of the existing facility,
which was completed in January 2000, by the addition of 345 MW of new capacity,
271 MW of which is coal-fired and 74 MW of which is gas-fired. The original
project is owned by a company called Energy Center Kladno, of which we own a
44.26% interest. The expansion project is held separately through ECK
Generating, a Czech limited liability company, of which we own a 44.5% interest.

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LATIN AMERICA

We have pursued acquisition and development opportunities in Latin America
since the early-1990s. Initially, we participated as one of four original
sponsors of a private equity investment fund called Latin Power. More recently,
we acquired a 49% interest in the second largest generator of electricity in
Bolivia, Compania Boliviana de Energia Electrica S.A.-Bolivian Power Company
Limited ("COBEE"). We plan to selectively target new opportunities in Argentina,
Bolivia, Brazil, Chile and Peru, where we believe the more attractive
acquisition and greenfield opportunities exist in Latin America.

The following table summarizes our Latin American assets:

OUR OUR NET
TOTAL OWNERSHIP INTEREST
NAME AND LOCATION OF FACILITY PURCHASER/POWER MARKET MW INTEREST (MW) FUEL TYPE
- ----------------------------- ---------------------- ------ --------- -------- ----------------

COBEE, Bolivia.......................... Electropaz/ELF 219 49.10% 108 Hydro/Gas
Bulo Bulo, Bolivia...................... Bolivian Grid 87 30.00% 26 Gas
Latin Power Funds, Various.............. Various 772 Various 52 Gas/Coal/Oil/Geo
----- ---
Total................................. 1,078 186
===== ===

COBEE. In December 1996, we acquired for $81.8 million a 49% interest in
COBEE, the second largest generator of electricity in Bolivia. COBEE has entered
into an electricity supply contract with Electricidad de La Paz S.A., a Bolivian
distribution company ("Electropaz"), which expires in 2008 with Empresa de Luz
Fuerza Electrica de Oruro S.A. another Bolivian distribution company. All
payments under these contracts are made in United States dollars.

COBEE operates its electric generation business under a 40-year concession
granted by the Bolivian government in 1990. Under this concession, COBEE is
entitled to earn a return of 9.0% on assets within its rate base. The Bolivian
Electricity Code also provides for the adjustment of rates to compensate COBEE
for any shortfall or to recapture any excess in COBEE's actual rate of return
during the previous year. COBEE periodically applies to the Superintendent of
Electricity for rate increases sufficient to provide its 9.0% rate of return
based on COBEE's current operating results and its projection of future revenues
and expenses. Under COBEE's concession, COBEE's assets are required to be
removed from the rate base in 2008.

Bulo Bulo Facility. We own a 30% interest in a Bolivian company that will
become the owner of the 87 MW gas-fired Bulo Bulo facility located in Carrasco,
Bolivia. The Bulo Bulo facility is under construction and is scheduled to enter
into commercial operations on May 1, 2000. The Bulo Bulo facility will operate
under a 30-year generation license and will sell its power to various customers
in Bolivia at market prices established under the rules of the Bolivian national
grid.

Latin Power Funds. The original Latin Power Fund was formed in 1993 as a
vehicle for making equity investments in independent power projects in Latin
America and the Caribbean. We invested $28 million in this original fund and
have committed $7 million to a similar fund, both of which are managed by
Scudder Kemper Investments. To date, these funds have committed a total of
approximately $180 million in investments, of which our share is approximately
$28 million.

INTERNATIONAL DEVELOPMENT

In 1999, we and our partners were selected as winning bidder for the 600 MW
Seyitomer Power Station and lignite mine in Kuthya, Turkey. Seyitomer is our
second successful bid in Turkey. In 1998, also with partners, we won a bid to
acquire the 450 MW coal-fired Kangal plant and lignite mine in central Turkey.
Our strategy is to build a long-term position in the high-growth energy market
in Turkey. In August 1999, the Turkish Parliament amended the Turkish
Constitution to allow international arbitration of disputes under concession
agreements. The lack of international arbitration for such contracts had been a
major stumbling block for many power projects in Turkey, including ours. The
Parliament passed additional enabling legislation in January 2000. As a result,
our projects, which were delayed

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pending resolution of this issue, are now proceeding toward financial close,
which may occur as early as the end of 2000.

In December 1996, we signed a development and cooperation agreement with
representatives of the Estonian Government and the state-owned utility. The
development and cooperation agreement defines the terms under which the parties
are to establish a plan to develop and refurbish the Balti and Eesti Power
Plants. Pursuant to the development and cooperation agreement, we submitted a
business plan to the Estonian government in which we have stated our willingness
to invest up to $67.25 million of equity into the project and to assist the
joint project in obtaining non-recourse debt to fund the required capital
improvements to the Balti and Eesti Power Plants and we are continuing to
negotiate a detailed agreement. Because we have a policy of expensing all
development costs until there is a signed contract and board of directors'
approval, all such costs with respect to Estonia have been expensed.

We are currently evaluating additional development opportunities in
Australia, Turkey, Europe, and Latin America. In Australia, we are specifically
evaluating the privatization of South Australian power stations. In Europe, we
and our partners are investigating two projects in Poland, one in Rybnik and the
other in Pak.

THERMAL ENERGY PRODUCTION AND TRANSMISSION FACILITIES; RESOURCE RECOVERY
FACILITIES; LANDFILL GAS FACILITIES

In the United States, our businesses in thermal heating and cooling,
landfill gas collection related generation and resource recovery continue to be
part of our diversified growth and operating strategies. These businesses give
us experience in non-traditional energy sources and in environmentally sound
energy alternatives.

ACQUISITION OUR OWNERSHIP ENERGY PURCHASER/
NAME AND LOCATION OF FACILITY DATE CAPACITY(1) INTEREST MSW SUPPLIER
- ----------------------------- ----------- ------------------------------- ------------- ---------------------------

Thermal Energy Production and
Transmission Facilities
Minneapolis Energy Center,
Minnesota................. 1993 Steam: 1,408 mmBtu/hr. (413 MW) 100.00% Approximately 90 commercial
Chilled water: 40,750 tons/hr. steam customers and 35
(143 MW) commercial chilled water
customers
San Francisco Thermal LLC,
California................ 1995 Steam; 490 mmBtu/hr. (143 MW) 100.00% Approximately 185 customers
(Purchased remaining 51%).. 1999
San Diego Power & Cooling,
California................ 1997 Chilled Water: 8,000 tons/hr. 100.00% Approximately 15 customers
(28 MW)
Pittsburgh Thermal LLC,
Pennsylvania.............. 1995 Steam; 240 mmBtu/hr. (70 MW) 100.00% Approximately 25 steam
customers and 25 chilled
water customers
(Purchased remaining
51%).................... 1999 Chilled Water; 10,180 tons/hr.
(36 MW)
Camas Power Boiler,
Washington................ 1997 200 mmBtu/hr. (59 MW) 100.00% Fort James Corp.
Grand Forks Air Force Base,
North Dakota.............. 1992 105 mmBtu/hr. (31 MW) 100.00% Grand Forks Air Force Base
Hennepin Co. Energy Center,
Minnesota................. NA(2) 290 mmBtu/hr (85 MW) Leased MEC Customers
Rock-Tenn, Minnesota........ 1992 Steam: 430 mmBtu/hr. (126 MW) 100.00% Rock-Tenn Company
Washco, Minnesota........... 1992 160 mmBtu/hr. (47 MW) 100.00% Andersen Corporation
Minnesota Correctional
Facility

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Energy Center Kladno, Czech
Republic.................. 1994 512 mmBtu/hr. (150 MW) 44.26% City of Kladno
Resource Recovery Facilities
Newport, Minnesota.......... 1993 MSW: 1,500 tons/day 100.00% Ramsey and Washington
Counties
Elk River, Minnesota........ NA(2) MSW: 1,500 tons/day 0.00% Anoka, Hennepin, and
Sherburne Counties;
Tri-County Solid Waste
Management Commission
Penobscot Energy Recovery,
Maine..................... 1997 MSW: 800 tons/day 28.71% Bangor Hydroelectric
Company
Maine Energy Recovery,
Maine..................... 1997 MSW: 680 tons/day 16.25% Central Maine Power
NEO Corporation............. Various MW: 175 51.43% Various

- ---------------

(1) Thermal production and transmission capacity is based on 1,000 Btus per
pound of steam production or transmission capacity. The unit mmBtu is equal
to one million Btus. Figures shown above are for 100% of each facility.

(2) We operate these facilities on behalf of Northern States Power.

Minneapolis Energy Center. Minneapolis Energy Center provides steam to
approximately 90 customers and chilled water to approximately 35 customers in
downtown Minneapolis, Minnesota. Minneapolis Energy Center provides steam and
chilled water to its customers pursuant to energy supply agreements, which
expire at varying dates from August 2000 to December 2019. Historically,
Minneapolis Energy Center has renewed its energy supply agreements as they near
expiration. With minor exceptions, these agreements are standard form contracts
providing for a uniform rate structure consisting of three components: a demand
charge designed to recover fixed capital costs, a consumption charge designed to
provide a per unit margin, and an operating charge designed to pass through to
customers all fuel, labor, maintenance, electricity and other operating costs.
The demand and consumption charges are adjusted in accordance with the Consumer
Price Index every five years.

North American Thermal Systems. We own 100% of North American Thermal
System, which holds the operating assets of the San Francisco, California and
Pittsburgh, Pennsylvania district heating and cooling operations. The San
Francisco thermal system has approximately 185 customers. The Pittsburgh thermal
system has approximately 25 steam customers and 25 chilled water customers.

Rock-Tenn Facility. The Rock-Tenn process steam operation consists of a
five-mile closed-loop steam/condensate line that delivers steam to the Rock-Tenn
Company, a paper manufacturer in St. Paul, Minnesota. Rock-Tenn has a peak steam
capacity of 430 mmBtus per hour (126 MW equivalent). As a result of the
settlement of a 1987 dispute between the Rock-Tenn Company and a previous owner
of the steam operation, the Rock-Tenn Company prepaid revenues for future steam
service. As of December 31, 1999, deferred revenues remaining were approximately
$2.0 million.

NEO Corporation. NEO Corporation is a wholly-owned subsidiary of ours that
was formed to develop small power generation facilities, ranging in size from 1
to 50 MW, in the United States. NEO is currently focusing on the development and
acquisition of landfill gas projects and the acquisition of small hydroelectric
projects. NEO owns 30 landfill gas collection systems and has 55 MW of net
ownership interests in related electric generation facilities. As of March 31,
2000, NEO's investment in these projects totaled $70.7 million and loans to fund
development, construction and start-up amounted to $26.9 million. NEO also has
35 MW of net ownership interests in 18 small hydroelectric facilities. NEO
derives a substantial portion of its income as a result of the generation of
Section 29 tax credits, which for 1999 totaled $20.4 million. The existing tax
law authorizing these credits is scheduled to expire in 2007.

Resource Recovery Facilities. Our Newport, Minnesota resource recovery
facility can process over 1,500 tons of municipal solid waste per day, 90% of
which is used as fuel in power generation facilities in

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Red Wing and Mankato, Minnesota. This facility, which was originally constructed
and operated by Northern States Power, was transferred to us in 1993. Pursuant
to service agreements with Ramsey and Washington Counties, which expire in 2007,
we process a minimum of 280,800 tons of municipal solid waste per year at the
Newport facility and receive service fees based on the amount of waste
processed, pass-through costs and certain other factors. We are also entitled to
an operation and maintenance fee, which is designed to recover fixed costs and
to provide us with a guaranteed amount for operating and maintaining the Newport
facility for the processing of 750 tons per day of municipal solid waste,
whether or not such waste is delivered for processing.

Since 1989, we have operated the Elk River resource recovery facility
located in Elk River, Minnesota, which can process over 1,500 tons of municipal
solid waste per day, 90% of which is recovered and used in power generation
facilities in Elk River and Mankato, Minnesota. Northern States Power owns 85%
of the Elk River facility and United Power Association owns the remaining 15%.
We also manage and operate an ash storage and disposal facility for the Elk
River facility at Northern States Power's Becker ash disposal facility, an
approved ash deposit site near Becker, Minnesota. We operate the Becker facility
on behalf of Northern States Power.

Resource recovery projects, such as our Newport facility and Northern
States Power's Elk River facility, historically were assured adequate supply of
waste through state and local flow control legislation, which directed that
waste be disposed of in certain facilities. In 1994, the United States Supreme
Court held that such waste was a commodity in interstate commerce and,
accordingly, that flow control legislation that prohibited shipment of waste out
of state was unconstitutional. Since this ruling, resource recovery facilities
have faced increased competition from landfills in surrounding states in
obtaining municipal solid waste; however, this has not materially impacted our
municipal solid waste volumes to date.

COMPETITION

The independent power industry is characterized by numerous strong and
capable competitors, some of which may have more extensive operating experience,
more extensive experience in the acquisition and development of power generation
facilities, larger staffs or greater financial resources than we do. Many of our
competitors also are seeking attractive power generation opportunities, both in
the United States and abroad. This competition may adversely affect our ability
to make investments or acquisitions. In recent years, the independent power
industry has been characterized by increased competition for asset purchases and
development opportunities.

In addition, regulatory changes have also been proposed to increase access
to transmission grids by utility and non-utility purchasers and sellers of
electricity. The Energy Policy Act laid the ground work for a competitive
wholesale market for electricity. Among other things, the Energy Policy Act
expanded the FERC's authority to order wholesale transmission, thus allowing
QFs, power marketers and EWGs to compete more effectively in the wholesale
market. In May 1996, the FERC issued the first of the Open Access Rules, which
requires utilities to offer eligible wholesale transmission customers
non-discriminatory open access on utility transmission lines on a comparable
basis to the utilities' own use of the lines. In addition, the Open Access Rules
direct the regional power pools that control the major electric transmission
networks to file uniform, non-discriminatory open access tariffs. The Open
Access Rules have been the subject of rehearing at the FERC and are now
undergoing judicial review. Over the past few years, Congress and the
administration of President Clinton have considered various pieces of
legislation to restructure the electric industry that would require, among other
things, customer choice and/or repeal of PUHCA. The debate is likely to
continue, and perhaps intensify. The effect of enacting such legislation cannot
be predicted with any degree of certainty. Industry deregulation may encourage
the disaggregation of vertically integrated utilities into separate generation,
transmission and distribution businesses. As a result of these potential
regulatory changes, significant additional competitors could become active in
the generation segment of our industry.

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FINANCING

We fund our projects with a combination of non-recourse debt and equity
contributions. Historically, equity contribution infused into a project
consisted of cash from operations, corporate-level debt and capital.

NON-RECOURSE FINANCING

As with our existing facilities, we expect to finance most of our future
projects with debt as well as equity. Leveraged financing permits the
development of projects with a limited equity base, but also increases the risk
that a reduction in revenues could adversely affect a particular project's
ability to meet its debt or lease obligations.

We have financed our principal power generation facilities primarily with
non-recourse debt that is repaid solely from the project's revenues and
generally is secured by the physical assets, major project contracts and
agreements, cash accounts and, in certain cases, our ownership interest, in that
project affiliate. This type of financing is referred to as "project financing."
True project financing is not available for all projects, including some assets
purchased out of bankruptcy, some merchant plants, some purchases of minority
stock positions in publicly traded companies and plants in certain countries
that lack a sufficiently well-developed legal system. Even in those instances,
however, we may still be able to finance a smaller portion of the total project
cost with project financing, with the remainder financed with debt that is
either raised or supported at the corporate rather than the project level.

Project financing transactions generally are structured so that all
revenues of a project are deposited directly with a bank or other financial
institution acting as escrow or security deposit agent. These funds then are
payable in a specified order of priority set forth in the financing documents to
ensure that, to the extent available, they are used first to pay operating
expenses, senior debt service and taxes and to fund reserve accounts.
Thereafter, subject to satisfying debt service coverage ratios and certain other
conditions, available funds may be disbursed for management fees or dividends
or, where there are subordinated lenders, to the payment of subordinated debt
service.

In the event of a foreclosure after a default, our project affiliate owning
the facility would only retain an interest in the assets, if any, remaining
after all debts and obligations were paid. In addition, the debt of each
operating project may reduce the liquidity of our equity interest in that
project because the interest is typically subject both to a pledge securing the
project's debt and to transfer restrictions set forth in the relevant financing
agreements. Also, our ability to transfer or sell our interest in certain
projects is restricted by certain purchase options or rights of first refusal in
favor of our partners or the project's power and steam purchasers and certain
change of control restrictions in the project financing documents.

These project financing structures are designed to prevent the lenders from
looking to us or our other projects for repayment, that is, they are
"non-recourse" to us and our other project affiliates not involved in the
project, unless we or another project affiliate expressly agrees to undertake
liability. We have agreed to undertake limited financial support for certain of
our project subsidiaries in the form of certain limited obligations and
contingent liabilities. These obligations and contingent liabilities take the
form of guarantees of certain specified obligations, indemnities, capital
infusions and agreements to pay certain debt service deficiencies. To the extent
we become liable under such guarantees and other agreements in respect of a
particular project, distributions received by us from other projects may be used
by us to satisfy these obligations. To the extent of these obligations,
creditors of a project financing may have recourse to us. See "Risk Factors --
We have guaranteed obligations and liabilities of our project subsidiaries and
affiliates which would be difficult for us to satisfy if they all came due
simultaneously."

RECOURSE FINANCING

Recourse financing through corporate-level debt is provided in many
different forms. For instance, we have issued corporate-level debt and we
periodically provide corporate-level guarantees to various subsidiary
financings, mainly as an alternative to funding debt service reserve accounts
with project cash.

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Our goal is to have a recourse debt to recourse debt and equity capitalization
ratio of 40-50%. Our credit ratings are "Baa3" on review for possible upgrade
from Moody's Investors Service, Inc. and "BBB-" stable from Standard & Poor's
Ratings Services.

EXPOSURE TO CURRENCY FLUCTUATION

We seek to manage our exposure to changes in currency exchange rates by
matching the currency of revenues with the currency of expenses for each project
to create a natural hedge against fluctuations in the currency markets. At the
project level we typically sell power, buy fuel, and issue debt in the
functional currency of the project. At the corporate level, when a significant
source of operating cash is derived from a foreign investment, a portion of
corporate debt may be issued in that currency. A recent example of this was our
issuance in March 2000 of L160 million 7.97% Senior Reset Notes as a partial
hedge of our purchase of the Killingholme project in the United Kingdom.

After matching the currency of revenues and expenses, the remaining foreign
currency risk is hedged under the guidelines set forth in our foreign exchange
risk management policy. This policy requires us to hedge all known and highly
probable cash flows over a twelve to eighteen month horizon through the use of
forward, swap and option contracts with highly rated financial institutions as
appropriate. We do not speculate on changes in foreign exchange rates.

As part of our strategy, we hold assets and liabilities denominated in
foreign currencies. We adjust the value of these holdings quarterly to reflect
fluctuations in the values of their respective currencies. This can, and has,
generated non-cash income and losses.

REGULATION

We are subject to a broad range of federal, state and local energy and
environmental laws and regulations applicable to the development, ownership and
operation of our United States and international projects. These laws and
regulations generally require that a wide variety of permits and other approvals
be obtained before construction or operation of a power plant commences and
that, after completion, the facility operate in compliance with their
requirements. We strive to comply with the terms of all such laws, regulations,
permits and licenses and believe that all of our operating plants are in
material compliance with all such applicable requirements. We cannot assure you,
however, that in the future we will obtain all necessary permits and approvals
and that we will comply with all applicable statutes and regulations. In
addition, regulatory compliance for the construction of new facilities is a
costly and time-consuming process, and intricate and rapidly changing
environmental regulations may require major expenditures for permitting and
create the risk of expensive delays or material impairment of project value if
projects cannot function as planned due to changing regulatory requirements or
local opposition. Furthermore, we cannot assure you that existing regulations
will not be revised or that new regulations will not be adopted or become
applicable to us which could have an adverse impact on our operations.

In particular, the independent power markets in the United States, United
Kingdom, Australia and other countries are dependent on the existing regulatory
and ownership structure, and while we strive to take advantage of the
opportunities created by such changes, it is impossible to predict the impact of
those changes on our operations. Further, we believe that the level of
environmental awareness and enforcement is growing in most countries, including
most of the countries in which we intend to develop and operate new projects.
Therefore, based on current trends, we believe that the nature and level of
environmental regulation to which we are subject will become increasingly
stringent. Our policy is therefore to operate our projects in accordance with
applicable local law or relevant environmental guidelines adopted by the World
Bank, whichever reflects the more stringent level of control.

ENERGY REGULATION -- UNITED STATES

Federal Power Act. The Federal Power Act gives FERC exclusive rate-making
jurisdiction over wholesale sales of electricity and the transmission of
electricity in interstate commerce. Pursuant to the Federal Power Act, all
public utilities subject to FERC's jurisdiction are required to file rate
schedules
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with FERC prior to commencement of wholesale sales or transmission of
electricity. Public utilities with cost-based rate schedules are also subject to
accounting, record-keeping and reporting requirements administered by FERC.

PURPA and the Energy Policy Act. The enactment of PURPA in 1978 provided
incentives for the development of Qualifying Facilities or "QFs", which were
basically cogeneration facilities, and small power production facilities that
utilized certain alternative or renewable fuels. QF status conveys two primary
benefits. First, regulations under PURPA exempt Qualifying Facilities from
PUHCA, most provisions of the Federal Power Act and the state laws concerning
rates, and financial and organizational regulations of electric utilities.
Second, FERC's regulations under PURPA require that (1) electric utilities
purchase electricity generated by QFs at a price based on the purchasing
utility's full avoided cost of producing power, (2) the electric utilities must
sell back-up, interruptible, maintenance and supplemental power to the QF on a
non-discriminatory basis, and (3) the electric utilities must interconnect with
any QF in its service territory, and, if required, transmit power if they do not
purchase it. We endeavor to acquire, develop and operate our QFs in a manner
that minimizes the risk of those plants losing their QF status. However, if we
were to lose QF status, we could attempt to avoid regulation under PUHCA by
qualifying the project as an EWG. The passage of the Energy Policy Act in 1992
further encouraged independent power production by providing certain exemptions
from regulation for EWGs and foreign utility companies ("FUCOs").

All of our subsidiaries that would otherwise be treated as public utilities
are currently QFs, EWGs or FUCOs. An EWG is an entity that is exclusively
engaged, directly or indirectly, in the business of owning or operating
facilities that are exclusively engaged in generation and selling electric
energy at wholesale. An EWG will not be regulated under PUHCA, but is subject to
FERC and state public utility commission regulatory reviews, including rate
approval. EWGs do not enjoy the same statutory and regulatory exemptions from
state regulation as are granted to QFs. In fact, however, since EWGs are only
allowed to sell power at wholesale, their rates must receive initial approval
from FERC rather than the states. All of our EWGs to date that have sought rate
approval from FERC have been granted market-based rate authority, which allows
FERC to waive certain accounting, record-keeping and reporting requirements
imposed on public utilities with cost-based rates. However, FERC customarily
reserves the right to suspend, upon complaint, market-based rate authority on a
prospective basis if it is subsequently determined that we or any of our EWGs
exercised market power. If FERC were to suspend market-based rate authority, it
would most likely be necessary to file, and obtain FERC acceptance of,
cost-based rate schedules. In addition, the loss of market-based rate authority
would subject the EWGs to the accounting, record-keeping and reporting
requirements that are imposed on public utilities with cost-based rate
schedules.

In addition, if there occurs a "material change" in facts that might affect
any of our subsidiaries' eligibility for EWG status, within 60 days of the
material change, the relevant EWG must (i) file a written explanation of why the
material change does not affect its EWG status, (ii) file a new application for
EWG status, or (iii) notify FERC that it no longer wishes to maintain EWG
status. If any of our subsidiaries were to lose EWG status, we, along with our
affiliates, would be subject to regulation under PUHCA as a public utility
company. Absent a substantial restructuring of our business, it would be
difficult for us to comply with PUHCA without a material adverse effect on our
business.

FUCOs are companies owning or operating PUHCA jurisdictional facilities not
located in the United States that derive no part of their income directly or
indirectly from United States public utility activities. FUCOs are exempted from
all provisions of PUHCA.

After the merger of Northern States Power and New Century Energies we will
be a subsidiary of the surviving entity, Xcel Energy. Xcel Energy will be
subject to the provisions of various energy-related laws

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and regulations, including regulation as a registered holding company under
PUHCA, and, in turn, we will be subject to constraints imposed by PUHCA. These
constraints include restrictions imposed upon aggregate investment by registered
holding companies in EWGs and FUCOs, financed by contributions or guarantees by
the parent holding company, pursuant to SEC regulation which limits registered
holding company investment in EWGs/FUCOs without prior SEC approval to 50% of
the registered holding company's consolidated retained earnings. The SEC has
increased this "safe harbor" investment cap to 100% of retained earnings for a
number of registered holding companies, and Xcel Energy has a pending request to
raise its EWG/FUCO investment threshold to 100%. The existence of such
investment cap and the potential need to request SEC waivers of or increases in
the cap could delay any infusions of capital from Xcel Energy which we may need.
This delay could be increased by the fact that to obtain a waiver from the
Securities and Exchange Commission typically would require Xcel Energy to
provide letters in support of such waiver from each state public service
commission which regulates Xcel Energy's utility business, which could be time
consuming and subject the waiver request to delays due to other matters in
dispute between Xcel Energy and any one of the 12 public service commissions
that are expected to regulate its utility business. Another constraint is that
we could be delayed in creating subsidiaries that would not be involved in
energy-related activities. We have created such subsidiaries in the past to
enable certain of our project subsidiaries to acquire the status of an EWG, so
any delay in this process could delay closings on future transactions, which
could in turn have an adverse impact on us. Finally, transactions among us and
our associate companies within the Xcel system (including Xcel Energy) would
need to be "at cost" unless they fit within specified regulatory exceptions or
were approved by the Securities and Exchange Commission. This constraint could
delay our execution of contracts between our subsidiaries and other companies
within the Xcel system, or limit terms to be contained in these contracts, which
could have an adverse impact on us.

State Energy Regulation. In areas outside of wholesale rate regulation
(such as financial or organizational regulation), some state utility laws may
give their public utility commissions broad jurisdiction over steam sales or
EWGs that sell power in their service territories. The actual scope of that
jurisdiction over steam or independent power projects varies significantly from
state to state, depending on the law of that state.

ENVIRONMENTAL REGULATION -- UNITED STATES

The construction and operation of power projects are subject to extensive
environmental protection and land use regulation in the United States. These
laws and regulations often require a lengthy and complex process of obtaining
licenses, permits and approvals from federal, state and local agencies. If such
laws and regulations are changed and our facilities are not grandfathered,
extensive modifications to project technologies and facilities could be
required.

General. Based on current trends, we expect that environmental and land
use regulation will continue to be stringent. Accordingly, we plan to carefully
monitor and provide input on (1) critical legislative initiatives which could
impact operation of our facilities and (2) proposed construction projects which
could subject us to stringent pollution controls imposed on "major
modifications" as defined under the Clean Air Act and/or changes in discharge
characteristics as defined under the Clean Water Act with the goal of achieving
compliance with (1) applicable regulations, (2) administrative consent orders,
and/or (3) variances from applicable air-quality-related regulations. Air
pollution controls, inclusive of clean fuel use, utilized at our projects meets
or exceeds emission limitations reflective of reasonably available control
technology.

Clean Air Act. Most of our steam electric generating plants in the United
States are subject to Title IV of the Clean Air Act, which requires certain
fossil-fuel-fired combustion devices to hold sulphur dioxide "allowances" for
each ton of sulphur dioxide emitted. We plan to comply with the need for holding
the appropriate number of allowances by reducing sulphur dioxide emissions
through use of low sulphur fuels, installation of "back end" control technology,
and/or purchase of allowances on the open market. The costs of obtaining the
required number of allowances needed for future projects will be integrated into
our overall financial analysis of such projects.
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Our plants are subject to a variety of regulations governing emissions of
oxides of nitrogen (NO(X)). We are installing pollution control equipment at our
Somerset facility to implement the "Consumers First" Agreement between Montaup
Electric Company and the Attorney General for the Commonwealth of Massachusetts
that requires the Somerset facility to reduce NO(X) emissions at Unit 6 to .15
lb/mmBtu by the year 2003. At the Encina facility, we anticipate installing
selective catalytic reduction (SCR) on at least two of the units at that
facility in the next several years in order to meet mandated pollution control
requirements.

In addition to the above, our plants in the Northeast region are subject to
NO(X) Budget Programs pursuant to which we are required to hold NO(X)
"allowances" that equal, for each "ozone season" (May 1 - September 30), our
NO(X) emissions from all of our facilities subject to the program. Our
facilities in El Segundo and Long Beach are subject to the "RECLAIM" trading
program, which is another emissions trading program designed to control NO(X).
We currently intend to install SCR on one of the units at the El Segundo
facility in order to assist with our compliance with the RECLAIM program. As for
our East Coast plants other than Somerset, we intend to implement a strategic
plan for the purchase of NO(X) allowances and/or reduction of NO(X) emissions
through the installation of pollution control equipment which best meets our
business objectives.

Title V of the Clean Air Act imposes federal requirements which dictate
that most of our fossil-fuel-fired generating facilities must obtain operating
permits. All of our existing facilities subject to this requirement have
submitted timely Title V permit applications. However, most facilities have not
yet received final Title V permits. We do not anticipate that the costs of
obtaining final operating permits will be material.

In 1997, we were issued Administrative Orders and Notices of Civil
Administrative Penalty Assessments by the New Jersey Department of Environmental
Protection (NJDEP) as a result of the operations of two cogeneration facilities
that we operated. The Administrative Orders and Notices of Civil Administrative
Penalty Assessments resulted from alleged air emissions in excess of permit
limits that occurred prior to our acquisition of these cogeneration facilities.
Notwithstanding this fact, we have agreed to settle the outstanding
Administrative Orders with the NJDEP and have executed an Administrative Consent
Order (ACO) with the NJDEP in March 2000. The ACO requires us to pay a penalty
in the amount of $102,500 within 60 days of the execution of the ACO by both
parties. To our knowledge, the NJDEP has not yet executed the ACO.

As a result of alleged violations of opacity, or visible emission,
standards at the Huntley, Dunkirk and Oswego facilities, Niagara Mohawk (NiMo),
the former owner and operator of these facilities, was in the process of
negotiating a consent order with the NYDEC to resolve such violations at the
time we acquired these facilities. Under the terms of our asset purchase
agreements with NiMo, NiMo will be responsible for any and all exceedances which
occurred prior to the closing of the transactions contemplated in the asset
purchase agreements. We have agreed, in connection with our acquisition of these
facilities, to enter into separate consent orders, for each of these facilities,
to address on-going and potential future violations of opacity standards. We
believe that almostcontain all of the opacity exceedances at the Dunkirkinformation that may be important to you. You are encouraged to read NRG's amended and Oswego
facilitiesrestated certificate of incorporation and amended and restated bylaws, which are non-preventable events occurringincorporated by reference as a result of startupsExhibit 3.1 and shutdowns at those facilities that should not be subject to penalties under the
New York regulations. We are currently in discussions with the NYDEC regarding
this issue. We are also currently in discussions with NYDEC regarding issues of
alleged opacity exceedances at the Huntley facility.

The hazardous air pollutant provisions of the 1990 Clean Air Act Amendments
do not currently extendExhibit 3.2, respectively, to the electric utility steam generating unit source
category. Section (112)(n)(1)(A)registration statement of the Clean Air Act, as amended, requires the
EPA to perform a study of the hazards to the public health reasonably
anticipated to occur as a result of emissions by electric utility steam
generating units of hazardous air pollutants after imposition of the
requirements of the 1990 Amendments. The results of the study were presented in
a Report to Congress on February 24, 1998. The regulatory determination is to be
made by December 15, 2000. In their final report, EPA stated that mercury is the
pollutant of greatest interest and the only pollutant for which additional
information was to be gathered. The EPA is collecting additional

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mercury-in-coal data from each coal-fired utility in the United States and
additional speciated mercury emissions data from a subset of these coal-fired
utilities. The data-gathering effort for the mercury-in-coal analyses commenced
January 1, 1999 and continued until December 31, 1999. It is expected that the
speciated stack testing will be completed by February 29, 2000. All final test
reports are due to the EPA by May 31, 2000.

Until studies of the emissions from such facilities are completed and
Congress either amends the Clean Air Act further or the EPA promulgates
regulations in connection therewith, the nature and extent to which federal
hazardous air pollutants emissions restrictions will apply to our facilities and
other electric utility steam generation units will remain uncertain.

On October 14, 1999, Governor Pataki of New York announced that he was
ordering the New York Department of Environmental Conservation to require
further reductions of sulphur dioxide and nitrogen oxides emissions from New
York power plants, beyond that which is required under current federal and state
law. These reductions would be phased in between January 1, 2003 and January 1,
2007. Compliance with these emissions reductions requirements, if they become
effective, could have a material adverse impact on the operation of some of our
facilities located in the State of New York. In addition, the Connecticut
legislature has in the past considered, but rejected, legislation that would
require older electrical generation stations to comply with more stringent
pollution standards than are currently in effect in Connecticut for nitrogen
oxides and sulphur dioxide emissions. Currently, legislation is being debated in
the Connecticut legislature that could require our Connecticut facilities to
rely on more expensive fuels or install additional air pollution control
equipment. If such legislation were to become law without reflecting the benefit
of critical elements of current federal emission reduction initiatives (e.g.
market based emission trading between sources located across broad geographical
regions), our Connecticut facilities may be placed at a significant competitive
disadvantage.

The Office of the Attorney General of the State of New York and the New
York Department of Environmental Conservation are investigating physical changes
made at the Huntley and Dunkirk facilities prior to our assumption of ownership.
The Attorney General has alleged that such changes represent major modifications
undertaken without obtaining the required permits. If these facilities did not
comply with the applicable permit programs, we could be required, among other
things, to install best available control technology to further reduce criteria
pollutant emissions from the Dunkirk and Huntley facilities, and we could become
subject to fines and penalties associated with the period of time we have
operated the facilities.

In addition, on November 3, 1999, the United States Department of Justice
filed suit against seven electric utilities for alleged violations of Title IV
of the Federal Clean Air Act permit requirements at seventeen utility generation
stations located in the southern and midwestern regions of the United States.
The EPA also issued administrative notices of violation alleging similar
violations at eight other power plants owned by some of the electric utilities
named as defendants in the lawsuit, and also issued an administrative order to
the Tennessee Valley Authority for similar violations at seven of its power
plants. To date, no lawsuits or administrative actions have been brought against
us or any of our subsidiaries or affiliates or the former owners of our
facilities alleging similar violations, although Atlantic City Electric Company
has received information requests from the EPA regarding the Deepwater and BL
England facilities that we have agreed to purchase. However, lawsuits or
administrative actions alleging similar violations at our facilities could be
filed in the future and if successful, could have a material, adverse effect on
our business.

Clean Water Act. Our existing facilities are also subject to a variety of
state and federal regulations governing existing and potential water/wastewater
discharges therefrom. Generally, such regulations are promulgated under
authority of the Clean Water Act and govern overall water/wastewater discharges,
through National Pollutant Discharge Elimination System (NPDES) permits. Under
current provisions of the Clean Water Act, existing NPDES permits must be
renewed every five years, at which time permit limits are extensively reviewed
and can be modified to account for changes in regulations or program
initiatives. In addition, the permits have re-opener clauses which the federal
government can use to modify a permit at any time. Many of our existing
facilities have been operating under NPDES permits for a long

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time and have gone through one or more NPDES permit renewal cycles and are
currently in the process of renewing their existing NPDES permits again. In
addition, some facilities are now lawfully operating under terms of an existing
consent order. Costs related to renewal of the NPDES permits, e.g., conducting
studies related to thermal discharges and/or the entrainment/impingement of
fish, and/or, where applicable, costs related to complying with the terms of a
consent order have generally been included as part of the project's pro forma.
Where thermal discharges are known to be contentious, e.g., at Conectiv's Indian
River Plant, we budgeted in our pro forma capital projects to address such
concerns.

Congress has not recently undertaken efforts to re-authorize the Clean
Water Act. Even so, the conditions in NPDES permits have continued to tighten
with increased focus on toxic pollutant discharges, receiving water body
biological monitoring requirements, bioassay requirements, additional controls
on stormwater runoff, and water quality standards and enforcement provisions. If
the Clean Water Act is reauthorized and becomes more stringent, or the results
of studies demonstrate significant issues related to effluent toxicity, thermal
discharges and/or entrainment of impingment of fish, our facilities may be
required to retrofit existing wastewater treatment facilities to accommodate
removal of metals, install controls to reduce thermal discharges and/or to
modify the water intake/discharge structures. Based on past operating experience
and/or on the funds we have already budgeted to address known issues associated
with effluent discharges, we do not expect the impact of these additional
expenses to affect significantly the profitability of the facilities.

We cannot assure you that existing laws and regulations will not be revised
or that new regulations will not be adopted or become applicable to us which
could have an adverse impact on our operations.

ENERGY REGULATION -- INTERNATIONAL

Most of the foreign countries in which we own or may acquire or develop
independent power projects have laws or regulations relating to the ownership or
operation of electric power generation facilities. These laws and regulations
are often particularly significant for independent power producers because they
are still changing and evolving in many countries. Although the type and nature
of these energy or electric laws vary widely from country to country, many of
them address some or all of the following issues:

- Establishment of an energy regulatory body;

- Financial or technical qualifications for independent power producers;

- Licensing requirements and procedures for independent power projects or
producers;

- Procedures for deciding whether the construction of new power plants
should be allowed;

- If existing generating facilities are to be sold or transferred to third
parties, procedures for doing so;

- Limitations on which customers may be served by independent power
producers;

- Price regulations; or

- Incentives for independent power developers or developers of new power
facilities.

We retain appropriate advisors in foreign countries and seek to design our
international development and acquisition strategy to comply with and take
advantage of opportunities presented by each nation's energy laws and
regulations. There can be no assurance, however, that changes in such laws or
regulations could not adversely affect our international operations.

ENVIRONMENTAL REGULATIONS -- INTERNATIONAL

Although the type of environmental laws and regulations applicable to
independent power producers and developers varies widely from country to
country, many foreign countries have laws and regulations relating to the
protection of the environment and land use which are similar to those found in
the United States. Laws applicable to the construction and operation of electric
power generation facilities in foreign countries generally regulate discharges
and emissions into water and air, and also regulate noise levels. Air

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pollution laws in foreign jurisdictions often limit the emissions of particles,
dust, smoke, carbon monoxide, sulfur dioxide, nitrogen oxides and other
pollutants. Water pollution laws in foreign countries generally limit wastewater
discharges into municipal sewer systems and require treatment of wastewater so
that it meets established standards. New projects and modifications to existing
projects are also subject, in many cases, to land use and zoning restrictions
imposed in the foreign country, in addition to the requirements currently
imposed by a particular country, most lenders to international development
projects may impose their own requirements relating to protection of the
environment.

We believe that the level of environmental awareness and enforcement is
growing in most countries, including most of the countries in which we intend to
develop and operate new projects. Therefore, based on current trends, we believe
that the nature and level of environmental regulation to which we are subject
will become increasingly stringent. Therefore, our policy is to operate our
projects in accordance with environmental guidelines adopted by the World Bank
or applicable local law, whichever reflects the more stringent level of control.

OTHER PROPERTIES

In addition to the other properties discussed in this prospectus we lease
our offices at 1221 Nicollet Mall, Suite 700, Minneapolis, Minnesota 55403,
underforms a five-year lease that expires in June 2002. Our thermal division leasespart, and operatesis incorporated herein by reference. All references within this section to common stock mean the Hennepin County Energy Center.

We also own interests in the following power generation facilities that
have been idled: Madera, Chowchilla II and El Nido, San Joaquin Valley,
California; Jackson Valley Energy Partners, Ione, California; Artesia,
California; and Turners Falls, Massachusetts, which facilities represent an
aggregate equity generation capacity of 63 MW and a book value of $8.4 million.

EMPLOYEES

At December 31, 1999, we had 1,809 employees, approximately 400 of whom are
employed directly by us and approximately 1,409 of whom are employed by our
wholly-owned subsidiaries.

The majority of our domestic and international projects employ unionized
employees whose conditions of employment are covered by collective bargaining
agreements. We have experienced no significant labor stoppages or labor disputes
at our facilities.

LEGAL PROCEEDINGS

On or about July 12, 1999, Fortistar Capital Inc., a Delaware Corporation,
filed a complaint in the Fourth Judicial District, Hennepin County, Minnesota
against us, asserting claims for injunctive relief and for damages as a result
of our alleged breach of a confidentiality letter agreement with Fortistar
relating to the Oswego facility. We disputed Fortistar's allegations and have
asserted numerous counterclaims. We have counterclaimed against Fortistar for
breach of contract, fraud and negligent misrepresentations and omissions,
tortuous interference with contract, prospective business opportunities and
prospective contractual relationships, unfair competition and breach of covenant
of good faith and fair dealing. We seek, among other things, dismissal of
Fortistar's Complaint with prejudice and rescission of the letter agreement.

A temporary injunction hearing was held on September 27, 1999. The
acquisition of the Oswego facility was closed on October 22, 1999, following
notification to the court of our and Niagara Mohawk's intention to close on that
date. On January 14, 2000, the court denied Fortistar's request for a temporary
injunction. We intend to continue to vigorously defend the suit and believe
Fortistar's complaint to be without merit. No trial date has been set.

On October 12, 1999, we received a letter from the Office of the Attorney
General of the State of New York alleging that based on a preliminary analysis,
it believes that major modifications were made to our Huntley and Dunkirk
facilities during prior ownership of those facilities without the required
permits having been obtained. We believe that the Attorney General sent
identical letters to the owners and
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operators of all of the coal-fired utility plants in New York. On January 12,
2000, we received a formal request from the New York Department of Environmental
Conservation seeking documents relating to the matters covered by the Attorney
General's letter. We understand that this request supersedes the Attorney
General's request. While we do not have knowledge at this time that the previous
owner of the Huntley and Dunkirk facilities did not comply with the
preconstruction permit requirement, we cannot predict the outcome of the state's
investigation, as we have only owned these facilities since June 1999. Although
we have a right to indemnification by the previous owner for penalties resulting
from the previous owner's failure to comply with environmental laws and
regulations, if these facilities did not comply with the applicable permit
requirements, we could be required, among other things, to install specified
pollution control technology to further reduce pollutant emissions from the
Dunkirk and Huntley facilities, and we could become subject to fines and
penalties associated with the period of time we have operated the facilities.

There are no other material legal proceedings pending, other than ordinary
routine litigation incidental to our business, to which we are a party. There
are no material legal proceedings to which an officer or director is a party or
has a material interest adverse us or our subsidiaries. There are no material
administrative or judicial proceedings arising under environmental quality or
civil rights statutes pending or known to be contemplated by governmental
agencies to which we are or would be a party.

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MANAGEMENT

The name, age and title of each of the directors and executive officerscommon stock of NRG asunless otherwise noted.
Authorized Capital Stock of March 31, 2000 are as set forth below:

NAME AGE TITLE
- ---- --- -----

David H. Peterson.................... 58 ChairmanNRG
NRG's amended and restated certificate of incorporation provides that the Board, President, Chief Executive
Officer and Director
Gary R. Johnson...................... 53 Director
Cynthia L. Lesher.................... 51 Director
Edward J. McIntyre................... 49 Director
Leonard A. Bluhm..................... 54 Executive Vice President and Chief Financial Officer
Keith G. Hilless..................... 61 Senior Vice President, Asia Pacific
Craig A. Mataczynski................. 39 Senior Vice President, North America
John A. Noer......................... 53 Senior Vice President
Ronald J. Will....................... 59 Senior Vice President, Europe
James J. Bender...................... 43 Vice President, General Counsel and Corporate
Secretary
Brian B. Bird........................ 37 Vice President and Treasurer
Roy R. Hewitt........................ 54 Vice President, Administrative Services
Valorie A. Knudsen................... 43 Vice President, Corporate Strategy and Portfolio
Assessment
Louis P. Matis....................... 49 Vice President, Corporate Operating Services
David E. Ripka....................... 51 Vice President and Controller

David H. Peterson has been Chairman of the Board of NRG since January 1994,
Chief Executive Officer since November 1993, President since 1989 and a Director
since 1989. Mr. Peterson was also Chief Operating Officer of NRG from June 1992
to November 1993. Prior to joining NRG, Mr. Peterson was Vice President,
Non-Regulated Generation for Northern States Power, and he has served in various
other management positions with Northern States Power during the last 20 years.
Mr. Peterson has also been a director of Northern States Power subsidiary Energy
Masters International, Inc. since November 1993.

Gary R. Johnson has been a Director of NRG since 1993 and Vice President
and General Counsel of Northern States Power since November 1991. Prior to
November 1991, Mr. Johnson was Vice President-Law of Northern States Power from
January 1989, acting Vice President from September 1988 and Director of Law from
February 1987, and he has served in various management positions with Northern
States Power during the last 20 years. Mr. Johnson has also been a director of
Northern States Power's subsidiaries Seren Innovations, Inc. since November 1996
and Viking Gas Transmission Company since March 1997.

Cynthia L. Lesher has been a Director of NRG since June 1996 and became
President of Northern States Power-Gas in July 1997. Prior to July 1997, Ms.
Lesher was Vice President-Human Resources of Northern States Power since March
1992 after serving as Director of Power Supply-Human Resources since 1991. Ms.
Lesher became Area Manager, Electric Utility Operations, in 1990, and previously
served as Manager, Metro Credit, and Manager, Occupational Health and Safety.
Prior to joining Northern States Power, Ms. Lesher was a training and
development consultant at the Center for Continuing Education in Minneapolis.
From 1970 to 1977, she held a variety of positions with Multi Resource Centers,
Inc., also in Minneapolis. Ms. Lesher has also been a director and Chairperson
of Northern States Power subsidiaries Black Mountain Gas Company since July
1999, Natrogas, Incorporated since December 1999 and Viking Gas Transmission
Company since July 1997, where she has served as Chairperson since June 1998.

Edward J. McIntyre has been a Director of NRG since 1993 and Vice President
and Chief Financial Officer of Northern States Power since January 1993. Mr.
McIntyre has also been a director of Northern States Power subsidiaries Eloigne
Company since April 1993 and Energy Masters International, Inc. since September
1994. Mr. McIntyre served as President and Chief Executive Officer of Northern
States Power-Wisconsin, a wholly-owned subsidiary of Northern States Power, from
July 1990 to December 1992, as
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Vice President Gas Utility from November 1985 to June 1990, and he has served in
various other management positions since joining Northern States Power in 1973.

Leonard A. Bluhm has been Executive Vice President and Chief Financial
Officer of NRG since January 1997. Immediately prior to that, he served as the
first President and Chief Executive Officer of Cogeneration Corporation of
America. Mr. Bluhm was Vice President, Finance of NRG from January 1993 through
April 1996. Mr. Bluhm was Chief Financial Officer of Cypress Energy Partners, a
wholly-owned project subsidiary of NRG, from April 1992 to January 1993, prior
to which he was Director, International Operations and Manager, Acquisitions and
Special Projects of NRG from 1991. Mr. Bluhm previously served for over 20 years
in various financial positions with Northern States Power.

Keith G. Hilless has been Senior Vice President, Asia Pacific of NRG since
July 1998, prior to which he was a senior executive since August 1997. Prior to
joining NRG, Mr. Hilless was Chief Executive Officer of the Queensland
Transmission and Supply Corporation where he had served since January 1995. From
1993 to January 1995, Mr. Hilless served as the Queensland Electricity
Commissioner.

Craig A. Mataczynski has been Senior Vice President of NRG, and President
and Chief Executive Officer of NRG Energy North America since July 1998. From
December 1994 until July 1998, Mr. Mataczynski served as Vice President, U.S.
Business Development of NRG. From May 1993 to January 1995, Mr. Mataczynski
served as President of NEO Corporation, NRG's wholly-owned subsidiary that
develops small electric generation projects within the United States. Prior to
joining NRG, Mr. Mataczynski worked for NSP from 1982 to 1994 in various
positions, including Director, Strategy and Business Development and Director,
Power Supply Finance.

John A. Noer has been Senior Vice President of NRG since January 1, 2000.
Immediately prior to that he served as President-NSP Combustion and Hydro
Generation for Northern States Power Company and as a director of NRG since June
1997. He was President and CEO of Northern States Power Wisconsin, a
wholly-owned subsidiary of Northern States Power, since January 1993. Prior to
joining Northern States Power Wisconsin, Mr. Noer was President of Cypress
Energy Partners, a project subsidiary of NRG, from March 1992 to January 1993.
Prior to joining Cypress Energy Partners, Mr. Noer held various management
positions with Northern States Power since joining the company in September
1968.

Ronald J. Will has been Senior Vice President of NRG and President and
Chief Executive Officer of NRG Europe since July 1998. From March 1994 until
July 1998, Mr. Will served as Vice President, Operations and Engineering of NRG,
prior to which he served as Vice President, Operations from June 1992. Prior to
joining NRG, he served as President and Chief Executive Officer of NRG Thermal
from February 1991 to June 1993. Prior to February 1991, Mr. Will served in a
variety of positions with Norenco, a wholly-owned thermal services subsidiary of
NRG, including Vice President and General Manager from August 1989 to February
1991.

James J. Bender has been Vice President, General Counsel and Secretary of
NRG since June 1997. He served as the General Counsel of the Polymers Division
of Allied Signal Inc. from May 1996 until June 1997. From June 1994 to May 1996,
Mr. Bender was employed at NRG, acting as Senior Counsel until December 1994 and
as Assistant General Counsel and Corporate Secretary from December 1994 to May
1996.

Brian B. Bird has been Vice President and Treasurer of NRG since June 1999
and Treasurer since June 1997, prior to which he was Director of Corporate
Finance and Treasury for Deluxe Corporation in Shoreview, Minnesota from
September 1994 to May 1997. Mr. Bird was Manager of Finance for the Minnesota
Vikings Professional Football Team from March 1993 to September 1994. Mr. Bird
held several financial management positions with Northwest Airlines in
Minneapolis, Minnesota from 1988 to March 1993.

Roy R. Hewitt has been Vice President, Administrative Services at NRG since
February 1999. He has nearly 30 years experience in the power industry including
24 years with NRG's parent company, Northern States Power and 6 years with NRG.
Mr. Hewitt joined NRG in 1994 as a member of the
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senior management team with NRG's Gladstone Power Station project in Queensland,
Australia. In 1996, he returned to NRG's corporate headquarters as Executive
Director, Human Resources. In 1997, Mr. Hewitt returned to Australia as Managing
Director of the Gladstone Project and later served as Executive Director,
Operations and Engineering for NRG's Asia-Pacific region headquartered in
Brisbane, Australia.

Valorie A. Knudsen has been Vice President, Corporate Strategy and
Portfolio Assessment since February 2000. She has served as Vice President,
Emerging Markets; Vice President, Finance and as Controller since joining NRG in
August 1993. Prior to joining NRG, Ms. Knudsen served in various managerial
accounting positions from November 1987 to July 1993 with Carlson Companies,
Inc., where she was responsible for various types of accounting and reporting.
Before joining Carlson Companies, Ms. Knudsen practiced as a Certified Public
Accountant for seven years.

Louis P. Matis has been Vice President, Corporate Operating Services of NRG
since July 1998, prior to which he served in a variety of roles at Northern
States Power. Mr. Matis joined Northern States Power in 1983 as a civil engineer
and managed the construction and engineering of numerous projects. In 1990 he
joined Fuel Resources as manager and then director, managing a portfolio of
nuclear fuel, fossil fuel and transportation contracts as well as a nuclear fuel
design group for Northern States Power. In 1996, he became General Manager of
fossil fuel plants for Northern States Power.

David E. Ripka has been Vice President and Controller of NRG since June
1999, and Controller since March 1997. Prior to joining NRG, Mr. Ripka held a
variety of positions with Northern States Power for over 20 years, including
Assistant Controller and General Manager of Accounting Operations and Director
of Audit Services.

BOARD OF DIRECTORS

Upon completion of this offering, our board of directors will consist of
nine directors, five of whom will be employees of Northern States Power and
three of whom will be unaffiliated, independent directors.

COMMITTEES OF THE BOARD OF DIRECTORS

Our board of directors has a compensation committee and an audit committee.

Compensation Committee. Following this offering, the members of our
compensation committee will be , , and . The
compensation committee reviews and makes recommendations to our board of
directors concerning salaries and incentive compensation for our officers and
employees. The compensation committee also will administer the NRG Long-Term
Incentive Plan.

Audit Committee. Following this offering, the members of our audit
committee will be , and . Our board of directors
has determined that each member of the audit committee is "independent," that
each member is "financially literate," and that each member has "accounting or
related financial management expertise." The audit committee reviews and
monitors our financial statements and accounting practices, makes
recommendations to our board of directors regarding the selection of independent
auditors and reviews the results and scope of the audit and other services
provided by our independent auditors.

COMPENSATION OF DIRECTORS

Directors who are also employees of NRG or Northern States Power do not
receive any compensation for their services as directors. Directors who are not
employees of NRG or Northern States Power will receive an annual fee of $30,000
and a fee of $1,000 per meeting plus reasonable travel expenses. Non-employee
directors are also entitled to participate in the NRG Long-Term Incentive Plan,
as described below. Prior to the offering we expect to issue options to purchase
shares of our common stock to each of our non-employee directors.

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Each of our directors has an indemnification agreement that entitles them
to indemnification for claims asserted against them in their capacity as
directors to the fullest extent permitted by Delaware law.

COMPENSATION OF EXECUTIVE OFFICERS AND OTHER INFORMATION

The following table shows the cash compensation paid or to be paid by us or
any of our subsidiaries, as well as certain other compensation paid or accrued,
during the fiscal years indicated to our Chief Executive Officer and our four
next highest paid executive officers, which we refer to as our "Named
Executives" in all capacities in which they serve:

SUMMARY COMPENSATION TABLE

LONG-TERM
ANNUAL COMPENSATION COMPENSATION
--------------------------------------------------- ------------
OTHER ANNUAL LTIP ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION(1) PAYOUTS COMPENSATION
- --------------------------- ---- -------- --------------- --------------- ------------ ------------

David H. Peterson............................ 1999 $367,992 $192,970 $6,131 $155,995 $33,201(2)
Chairman, President and Chief Executive 1998 345,826 290,220 4,922 7,724 17,777
Officer 1997 300,000 127,000 3,272 0 15,517
Craig A. Mataczynski......................... 1999 246,250 150,000 4,706 15,533 15,251(3)
Senior Vice President, North America 1998 192,091 118,627 3,871 2,538 5,832
1997 163,336 60,804 1,347 0 39,962
Ronald J. Will............................... 1999 214,160 107,341 5,162 50,075 15,275(4)
Senior Vice President, 1998 188,640 83,564 4,130 3,182 5,597
Europe 1997 163,507 38,667 1,627 0 4,870
James J. Bender.............................. 1999 213,746 100,000 6,528 19,729 6,172(5)
Vice President, General Counsel and 1998 198,758 108,892 7,331 4,810 49,491
Corporate Secretary 1997 93,282 89,750(6) 6,239 0 42,391
Leonard A. Bluhm............................. 1999 194,590 72,150 5,265 50,489 12,814(7)
Executive Vice President 1998 189,174 66,500 5,156 3,172 5,060
and CFO 1997 179,586 48,190 2,462 0 4,581

- ---------------

(1) Amounts reimbursed during the fiscal year for the payment of taxes on fringe
benefits.

(2) Includes a $15,481 excess vacation payout; $8,707 of Incentive Pension
Makeup Plan contributions; $7,000 of universal life insurance premiums;
$1,114 of Employee Stock Ownership Plan contributions; and $900 of 401(k)
Plan matching contributions.

(3) Includes a $9,308 excess vacation payout; $3,559 of Incentive Pension Makeup
Plan contributions; $1,114 of Employee Stock Ownership Plan contributions;
$900 of 401(k) Plan matching contributions; and $370 of term life insurance
premiums.

(4) Includes a $9,288 excess vacation payout; $3,220 of Incentive Pension Makeup
Plan contributions; $1,114 of Employee Stock Ownership Plan contributions;
$900 of 401(k) Plan matching contributions; and $752 of term life insurance
premiums.

(5) Includes $3,267 of Incentive Pension Makeup Plan contributions; $1,114 of
Employee Stock Ownership Plan contributions; $900 of 401(k) Plan matching
contributions; and $1,406 of term life insurance premiums.

(6) Includes $25,000 paid as a signing bonus.

(7) Includes a $7,399 excess vacation payout; $1,995 of Incentive Pension Makeup
Plan contributions; $1,114 of Employee Stock Ownership Plan contributions;
$900 of 401(k) Plan matching contributions; and $752 of term life insurance
premiums.

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STOCK OPTION HOLDINGS

The following table sets forth information concerning fiscal year-end value
of unexercised options under the Northern States Power Executive Stock Option
Program. Prior to the existence of the NRG Equity Plan, NRG executives
participated in the Northern States Power Executive Stock Option Program.

AGGREGATED OPTION/SAR FISCAL YEAR-END VALUES(1)

NUMBER OF SECURITIES UNDERLYING VALUE OF UNEXERCISED IN-THE-MONEY
UNEXERCISED OPTIONS/SARS AT FY-END OPTIONS/SARS AT FY-END(2)
NAME EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
- ---- ---------------------------------- ---------------------------------

David H. Peterson................. 16,879/0 $29,583/$0
Leonard A. Bluhm.................. 6,593/0 $ 8,992/$0
Craig A. Mataczynski.............. 1,545/0 $ 959/$0
Ronald J. Will.................... 5,457/0 $ 8,846/$0
James J. Bender................... 0/0 $ 0/$0

- ---------------

(1) These options to acquire Northern States Power Stock were granted to the
Named Executives for services rendered to NRG and its subsidiaries.

(2) Northern States Power's share price on December 31, 1999 was $19.50.

PENSION PLAN TABLE

As of January 1, 1999, pension benefits were changed. Prior to January 1,
1999, each nonbargaining employee was given an opportunity to choose between two
retirement programs, the traditional program and the pension equity program.

Under the traditional program, the pension benefit is computed by taking
the highest average compensation multiplied by credited years of service with a
50% offset for social security benefits. The annual compensation used to
calculate the average compensation uses base salary for the year and bonus
compensation paid in that same year. After an employee has reached 30 years of
service, no additional years of service are used in determining the pension
benefit under the traditional program. The benefit amounts under the traditional
program are computed in the form of a straight-line annuity.

Under the pension equity program, the annual compensation used to calculate
average compensation uses base salary for the year and bonus compensation paid
in that same year, with no maximum on the number of years used to determine the
pension benefit. The benefit amounts under the pension equity program are
computed in the form of a lump sum. The formula for determining the lump sum is
average compensation multiplied by credited years of service times 10% with a
50% offset for social security. The benefit amounts can be paid in a lump sump
or in the form of a straight-line annuity, at the option of the employee.

Both programs feature a cash balance side account, which credits $1,400
annually, plus interest each year. The opening balance as of January 1, 1999 is
$1,400 times years of service.

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The following table illustrates the approximate retirement benefits payable
to employees retiring at the normal retirement age of 65 years under the
traditional program:

ESTIMATED ANNUAL BENEFITS FOR YEARS OF SERVICE INDICATED
------------------------------------------------------------
YEARS OF SERVICE
------------------------------------------------------------
AVERAGE COMPENSATION (LAST 4 YEARS) 5 10 15 20 25 30
- ----------------------------------- ------- ------- ------- -------- -------- --------

50,000........................... $ 3,500 $ 7,000 $10,500 $ 14,000 $ 18,000 $ 21,500
100,000........................... 7,500 15,500 23,000 30,500 38,000 46,000
150,000........................... 11,500 23,500 35,000 47,000 58,500 70,500
200,000........................... 16,000 31,500 47,500 63,000 79,000 95,000
250,000........................... 20,000 40,000 59,500 79,500 99,500 119,500
300,000........................... 24,000 48,000 72,000 96,000 120,000 144,000
350,000........................... 28,000 56,000 84,000 112,500 140,500 168,500
400,000........................... 32,000 64,500 96,500 128,500 160,500 193,000
450,000........................... 36,000 72,500 108,500 144,500 181,000 217,000
500,000........................... 40,500 80,500 121,000 161,000 201,500 241,500
550,000........................... 44,500 88,500 133,000 177,500 221,500 266,000
600,000........................... 48,500 97,000 145,500 193,500 242,000 290,500
650,000........................... 52,500 105,000 157,500 210,000 262,500 315,000
700,000........................... 56,500 113,000 170,000 226,500 283,000 339,500
750,000........................... 60,500 121,500 182,000 242,500 303,500 364,000

The following table illustrates the approximate retirement benefits payable
to employees retiring at the normal retirement age of 65 years under the pension
equity program if paid in the form of a straight-line annuity:

50,000........................... $ 3,500 $ 7,000 $11,000 $ 15,500 $ 20,500 $ 26,500
100,000........................... 6,000 12,000 18,500 25,500 33,000 41,500
150,000........................... 8,500 17,000 26,000 35,500 46,000 57,000
200,000........................... 11,000 22,000 33,500 45,500 58,500 72,000
250,000........................... 13,500 27,000 41,500 56,000 71,000 87,000
300,000........................... 16,000 32,500 49,000 66,000 83,500 102,500
350,000........................... 18,500 37,500 56,500 76,000 96,500 117,500
400,000........................... 21,000 42,500 64,000 86,000 109,000 133,000
450,000........................... 23,500 47,500 71,500 96,500 121,500 148,000
500,000........................... 26,000 52,500 79,500 106,500 134,500 163,000
550,000........................... 28,500 57,500 87,000 116,500 147,000 178,500
600,000........................... 31,000 62,500 94,500 127,000 159,500 193,500
650,000........................... 33,500 67,500 102,000 137,000 172,500 208,500
700,000........................... 36,000 73,000 109,500 147,000 185,000 224,000
750,000........................... 39,000 78,000 117,000 157,000 197,500 239,000

As of March 31, 2000, each of the Named Executives had the following
credited service: Mr. Peterson, 36 years, Mr. Bluhm, 29 years, Mr. Mataczynski,
18 years, Mr. Will, 40 years, and Mr. Bender, 5 years. Mr. Will and Mr. Bender
have selected the pension equity program; all other Named Executives have
selected the traditional program.

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LONG-TERM INCENTIVE PLAN COMPENSATION

The following table sets forth information concerning awards during fiscal
1999 to each of the Named Executives under the NRG Equity Plan, described below.

LONG-TERM INCENTIVE PLAN AWARDS IN LAST FISCAL YEAR

PERFORMANCE OR OTHER PERIOD
UNTIL MATURATION
NAME UNITS OR OTHER RIGHTS (#) OR PAYOUT
- ---- ------------------------- ---------------------------

David H. Peterson.............................. 41,080 8 years
Leonard A. Bluhm............................... 9,070 8 years
Craig A. Mataczynski........................... 12,100 8 years
Ronald J. Will................................. 10,000 8 years
James J. Bender................................ 10,000 8 years

NRG EQUITY PLAN

Prior to the offering, our officers and other selected employees
participated in the NRG Equity Plan. This discretionary plan was established in
1993 to promote the achievement of long-term financial objectives by linking the
long-term incentive compensation of our employees to the achievement of value
creation; to attract and retain employees of outstanding competence; to
encourage teamwork among employees; and to provide employees with an opportunity
for long-term capital accumulation. The plan provided grants of "equity units"
that were intended to simulate stock options. Grant size was based on the
participant's position in the company and base salary. The Compensation
Committee of the board of directors administered the plan for our officers. The
Chief Executive Officer administered the plan for other employees.

Equity grants were generally made annually at the discretion of the board
of directors with the grant price consistent with the most recent valuation of
equity units. Equity unit valuations were performed annually by a nationally
recognized outside valuation firm selected by the board of directors. The value
of an equity unit is the approximate value per share of our stockholder equity
as of the valuation date, less the value of Northern States Power equity
investments. The accrued value of each participant's award is equal to the
current value of the equity unit minus the grant price. Equity units are paid
out in cash over a five-year period (twenty percent per year) following a
three-year vesting period. In the event of termination of employment by a
participant due to death or disability, outstanding equity units become fully
vested and are fully paid in the following year. In the event of termination of
employment due to retirement, outstanding equity units become fully vested and
are paid out pro rata over the five plan years following termination.
Termination of a participant for any other reason results in forfeiture of all
unvested equity units.

Following the offering we do not plan to make any additional grants under
this plan. Currently there are approximately 1,525,000 equity units outstanding.
Of that amount, approximately 639,000 equity units are held by our officers.
Approximately 886,000 equity units are held by other employees. No directors
have participated in this plan. As part of the conversion to a stock
appreciation rights plan, the stock price will be determined as the average
closing price per share of our common stock for the last fifteen trading days of
the plan year.

NRG LONG-TERM INCENTIVE PLAN

Prior to the completion of the offering, we expect to adopt a new incentive
compensation plan that will replace the NRG Equity Plan. The board of directors
or a committee as appointed by the board of directors will administer the
incentive plan. The incentive plan will provide for awards in the form of stock
options, stock appreciation rights, restricted stock, performance units,
performance shares or cash based awards as determined by the board of directors.
All officers, certain other employees and non-employee directors will be
eligible to participate in the incentive plan. The total number of shares of common stock

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to be authorized for issuance under the incentive plan is expected to be
approximately shares.

As of the completion of the offering, we intend to make stock option grants
under the incentive plan to our officers and other selected executives. These
awards and subsequent awards under the incentive plan will be targeted to be
competitive with equity-based awards in our industry. The initial options will
have an exercise price equal to the initial public offering price. Subsequent
awards, anticipated to be made annually, will have an option price at least
equal to the market price of our common stock on the date of grant. Options
generally will vest over a three-year period from date of grant. Each option
granted will expire at such time as the board of directors determines at the
time of grant; provided, however, that no option shall be exercisable later than
the tenth anniversary date of its grant. The total number of shares covered by
the initial awards is expected to be approximately shares.

To the extent issuance of equity compensation under the incentive plan
would cause Northern States Power to cease to own at least 80% of the value of
our outstanding capital stock Northern States Power may purchase shares of
common stock in the open market to ensure that such minimum value is maintained.

EMPLOYMENT CONTRACTS

David H. Peterson. We have entered into an employment agreement with Mr.
Peterson providing that Mr. Peterson will be employed as our highest level
executive officer. The term of the agreement expires June 27, 2004. During the
term of the agreement, Mr. Peterson's base salary will be reviewed at least
annually by the Compensation Committee of the board of directors for possible
increase. The agreement provides that Mr. Peterson will receive retirement and
welfare benefits no less favorable than those provided to any of our other
officers. In addition, the employment agreement provides for participation in a
supplemental executive retirement plan such that the aggregate value of the
retirement benefits that Mr. Peterson and his spouse will receive at the end of
the term of the agreement under all of our defined benefit pension plans and
those of our affiliates will not be less than the aggregate value of the
benefits he would have received had he continued, through the end of the term of
the agreement, to participate in the Northern States Power's Deferred
Compensation Plan, the Northern States Power Excess Benefit Plan and the
Northern States Power Pension Plan, including amounts to compensate Mr. Peterson
for the monthly defined benefit payments he would have received during the term
of the employment agreement and prior to the date of his termination of
employment if monthly benefit payments had commenced following the month in
which he first became eligible for early retirement under the Northern States
Power Pension Plan.

The employment agreement also provides for certain additional benefits to
be paid upon Mr. Peterson's death. If Mr. Peterson's employment is terminated by
us without cause or by Mr. Peterson with good reason, in each case as defined in
the employment agreement, Mr. Peterson will continue to receive his salary,
bonus at the greater of target bonus and actual bonus for the last plan year
prior to termination, incentive compensation with cash replacing equity based
awards and benefits under the agreement as if he had remained employed until the
end of the term of the employment agreement and then retired, at which time he
will be treated as eligible for retiree welfare benefits and other benefits
provided to the retired senior executives. However, if the termination of
employment is a result of a change of control, as defined in the NRG Equity
Plan, the compensation and benefits will be continued for the longer of 30
months or through the end of the employment period. In accordance with the terms
of the employment agreement, Mr. Peterson has agreed not to compete with our
business during the period of his employment and for one year after his
termination or resignation. Mr. Peterson has also agreed not to solicit any of
our customers for any business purpose that competes with our business during
the period of his employment or two years after his termination or resignation.
Finally, during the period of his employment and for two years after his
termination or resignation, Mr. Peterson has agreed not to disclose any of our
confidential information to any person not authorized by us to receive it.

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Leonard A. Bluhm, Craig A. Mataczynski; Ronald J. Will and James J.
Bender. On April 15, 1998, we entered into employment agreements with each of
Messrs. Bluhm, Mataczynski, Will and Bender. The term of each of these
agreements is for a rolling three year period unless either party to the
agreement notifies the other in advance of any annual anniversary date of the
agreement that the agreement will expire two years from the annual anniversary
date. These agreements expire on April 15, 2001. If the employment of any of
Messrs. Bluhm, Mataczynski, Will and Bender is terminated due to his death,
disability or for cause, or if any of them voluntarily resigns without good
cause, he will receive his base salary excluding incentives and employee
benefits through the date of termination or resignation. However, if any of the
executives is terminated for any reason other than death, disability or cause,
or if any of them voluntarily resigns for good cause, we will be obligated to
continue to pay his then current total compensation, including base salary,
anticipated incentives and all employee benefits for a period of three years
following the date of termination or resignation. Under the terms of the
employment agreements, each of the executives has agreed not to compete with our
business during the course of his employment and for one year after his
resignation or termination. In addition, each of the executives has agreed not
to disclose any of our confidential information or trade secrets or use the
information for his or a third party's benefit. The employment agreement with
Mr. Will also provides that upon Mr. Will's termination of employment for any
reason or his voluntary resignation with or without good cause, in addition to
all other items of compensation, we will pay the sum of $100,000 as a retainer
in exchange for Mr. Will's agreement to make himself available at our request to
provide consulting services for one year following his termination or
resignation.

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OWNERSHIP OF CAPITAL STOCK

Prior to the completion of this offering, Northern States Power Company,
414 Nicollet Mall, Minneapolis, Minnesota 55401, owned all of our outstanding
capital stock.

Upon completion of this offering, Northern States Power will own
shares of class A common stock. Upon completion of this offering,
class A common stock will constitute % of our total outstanding common equity
and about % of our total voting power. Upon completion of this offering,
common stock will constitute about % of our total outstanding stock and about
% of our total voting power.

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RELATIONSHIPS AND RELATED TRANSACTIONS

The transactions described or referred to below were entered into between
related parties prior to the offering of our common stock and were not the
result of arms-length negotiations.

Northern States Power has the power, and will continue to have the power
following this offering, to control the election of the directors and all other
matters submitted for stockholder approval and may be deemed to have control
over our management and affairs. Northern States Power has policies in place,
pursuant to applicable law, to ensure that its ratepayers are protected from
affiliate transactions that may be adverse to the ratepayers' interests. Unless
otherwise noted below, the agreements described below will continue in effect
after this offering.

OPERATING AGREEMENTS

We have two agreements with Northern States Power for the purchase of
thermal energy. Under the terms of the agreements, Northern States Power charges
us for certain incremental costs, including fuel, labor, plant maintenance and
auxiliary power, incurred by Northern States Power to produce the thermal
energy. We paid Northern States Power $4.6 million in 1997, $5.1 million in 1998
and $4.4 million in 1999 under these agreements; we have paid $1.4 million under
them in the first three months of 2000. One of the agreements expires on
December 31, 2002 and the other one expires on December 31, 2006.

We have a renewable 10-year agreement with Northern States Power, expiring
on December 31, 2001, whereby Northern States Power agrees to purchase
refuse-derived fuel for use in certain of its boilers and we agree to pay
Northern States Power an incentive fee to use refuse-derived fuel. Under this
agreement, we received from Northern States Power $1.3 million in 1997, $1.4
million in 1998 and $1.4 million in 1999; we paid to Northern States Power $2.8
million in 1997, $3.1 million in 1998 and $2.7 million in 1999 under this
agreement. Through March 31, 2000, we received $0.6 million and paid $0.5
million.

We have entered into an operation and maintenance agreement with Northern
States Power with respect to the Elk River and Becker facilities, under which we
receive a base management fee and are reimbursed for costs we have incurred. The
operation and maintenance agreement also provides for a management incentive fee
payable to us, based upon the financial performance of the facilities. We earned
a total management fee of $1.1 million, in addition to reimbursed expenses, in
1997, $1.7 million in 1998 and $1.9 million in 1999. Management fees for the
three months ended March 31, 2000, totaled $0.6 million. This agreement expires
on December 31, 2003.

ADMINISTRATIVE SERVICES AGREEMENT

We have entered into an agreement with Northern States Power to provide for
the reimbursement of actual administrative services provided to each other on an
at-cost basis plus a 1% fee to cover handling costs, working capital
requirements and other miscellaneous costs. Services provided by Northern States
Power to us are principally for cash management, accounting, employee relations,
governmental affairs and engineering. In addition, our employees participate in
certain employee benefit plans of Northern States Power. We paid Northern States
Power $0.7 million in 1997, $5.2 million in 1998 and $6.4 million in 1999, as
reimbursement for the cost of services provided. Through March 31, 2000, we have
paid $2.0 million.

TAX SHARING AGREEMENT

We are included in the consolidated federal income tax and state franchise
tax returns of Northern States Power. We calculate our tax position on a
separate company basis under a tax sharing agreement with Northern States Power
and receive payment from Northern States Power for tax benefits they receive by
our inclusion on their tax returns and pay Northern States Power for tax
liabilities created by such inclusion.

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LONG-TERM DEBT

The construction cost of the Newport facilities was financed through tax
exempt variable rate resource recovery revenue bonds issued by the two Minnesota
counties served by the facilities, which have subsequently been converted to
fixed rate resource recovery revenue bonds with an effective interest rateNRG is 510,000,000, consisting of 6.57% per annum and annual maturities each December through 2006. The proceeds
of such bond issuance were loaned by the counties to Northern States Power,
which agreed under a loan agreement to pay to the counties amounts sufficient to
pay debt service on the bonds. We issued a separate note to Northern States
Power in an original principal amount of approximately $10 million as part of
the consideration for the purchase of the facility from Northern States Power.

OPTION AGREEMENT

Before this offering is completed, we will enter into an option agreement
with Northern States Power under which we will grant to Northern States Power
and its affiliates a continuing option to purchase additional shares of common
stock. If we issue any additional equity securities after this offering,
Northern States Power and its affiliates may exercise this option to purchase
shares of common stock to the extent necessary for them to maintain their
then-existing percentage of the total voting power.

The purchase price of the shares of common stock will be the market price
of the common stock. The stock option expires if Northern States Power and its
affiliates beneficially own less than % of the outstanding common stock and
class A common stock on a combined basis.

REGISTRATION RIGHTS AGREEMENT

On 2000, we entered into a registration rights agreement with
Northern States Power, under which we have agreed to register the shares of
common stock issuable upon conversion of shares of class A common stock held by
Northern States Power under the following circumstances:

- Demand Rights. Upon the written request of Northern States Power, we
will register shares of common stock held by Northern States Power
specified in its request for resale under an appropriate registration
statement filed and declared effective by the Securities and Exchange
Commission. Northern States Power may make a demand so long as:

- it requests registration of shares with an anticipated aggregate
offering price of at least $20 million;

- it has made no more than four such previous requests;

- we have not completed a registered offering of common stock within the
last 180 days; and

- our chief executive officer has not determined it advisable to delay
the offering for a period of 180 days, which determination may only be
made once every twelve months.

- Piggyback Rights. If at any time we register newly issued shares of
common stock, or register outstanding shares of common stock for resale
on behalf of any holder of our common stock, Northern States Power may
elect to include in such registration any shares of common stock it
holds. If the offering is an underwritten offering, the managing
underwriter may exclude all or a part of Northern States Power's shares
if market factors dictate, but only if Northern States Power is not
exercising a demand right, described above, and only if all other shares
being sold by other stockholders are excluded first.

- Lockup. In consideration for these registration rights, Northern States
Power has agreed not to sell shares of common stock for a period of 180
days following the date of this prospectus.

- Termination. The registration rights agreement will terminate upon the
earlier of or the date on which all remaining shares of common
stock held by Northern States Power, or issuable to Northern States
Power upon conversion of class A common stock, may be sold in any 90-day
period in compliance with Rule 144 under the Securities Act.
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DESCRIPTION OF CAPITAL STOCK

AUTHORIZED STOCK

The authorized capital stock of NRG consists of500,000,000 shares of common stock, par value shares of class A common stock,
par value$0.01 per share, and 10,000,000 shares of preferred stock, par value.value 0.01 per share.
NRG Common Stock
As of September 30, 2013, there were 323,327,568 shares of NRG common stock outstanding. All outstanding shares of the issued and outstanding capitalNRG common stock isare fully paid and nonassessable. The following summarynumber of outstanding shares of NRG common stock will be increased upon consummation of the transactions contemplated by the Plan, including the issuance of shares of NRG common stock to EME, which will distribute such shares to the unsecured creditors of EME pursuant to the Plan
NRG Preferred Stock
As of September 30, 2013, there were 250,000 shares of NRG's 3.625% Convertible Perpetual Preferred Stock issued and outstanding, or the NRG Preferred Stock. All of the outstanding shares of NRG Preferred Stock are held by affiliates of Credit Suisse, and such shares may not be transferred to an entity that is not an affiliate of Credit Suisse without the consent of NRG, such consent not to be unreasonably withheld.
The NRG Preferred Stock has a liquidation preference of $1,000 per share. Holders of NRG Preferred Stock are entitled to receive, out of funds legally available therefor, cash dividends at the rate of 3.625% per annum, payable in cash quarterly in arrears on March 15, June 15, September 15 and December 15 of each year. Each share of NRG Preferred Stock is convertible into cash and shares of NRG Common Stock during the 90-day period beginning August 11, 2015 at the option of NRG or the holder, subject to the terms and conditions of the NRG Preferred Stock. The NRG Preferred Stock will be, with respect to dividend rights and rights upon liquidation, winding up or dissolution, senior to NRG Common Stock.
If a "Fundamental Change" occurs (as defined in the certificate of designations for the NRG Preferred Stock), the holders of the NRG Preferred Stock will have the right to require NRG to repurchase all or a portion of the NRG Preferred Stock for a period of time after the fundamental change at a purchase price equal to 100% of the liquidation preference, plus accumulated and unpaid dividends.
Description of NRG Common Stock
Voting Rights
The holders of NRG's common stock are entitled to one vote on each matter submitted for their vote at any meeting of NRG stockholders for each share of common stock class A common stock and
preferred stock is qualified by reference to our certificateheld as of incorporation a
copythe record date for the meeting.

Table of which we will provide to you upon your request, and a copy of which is
filed as an exhibit toContents
Generally, the registration statement to which this prospectus
relates.

COMPARISON OF OUR COMMON STOCK AND CLASS A COMMON STOCK

The following table compares our common stock and class A common stock.

COMMON SHARES CLASS A COMMON SHARES
------------- ---------------------

Public Market................ Will be listed on the None.
, subject
to official notice of
issuance.
Voting Rights................ One vote per share on all Ten votes per share on all
matters voted upon by our matters voted upon by our
stockholders. stockholders.
Transfer Restrictions........ None. None, but will convert to
common stock on a share-for-
share basis upon any transfer
(including by way of merger,
consolidation or
reorganization) or if the
number of outstanding shares
of class A common stock drops
below shares.
Conversion................... Not convertible. Convertible at any time, in
whole or in part, into shares
of common stock on a
share-for-share basis.
Automatically converts into
common stock on a
share-for-share basis upon
any transfer (including by
way of merger, consolidation
or reorganization) or if the
number of outstanding shares
of class A common stock drops
below shares.
Reissuance................... Additional shares may be No additional shares may be
issued and redeemed shares issued, and shares redeemed
may be reissued. or repurchased will be
canceled and may not be
reissued.

PREFERRED STOCK

Our board of directors has the authority to issue shares of preferred stock
from time to time on terms that it may determine, to divide preferred stock into
one or more classes or series, and to fix the designations, voting powers,
preferences and relative participating, optional or other special rights of each

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class or series, and the qualifications, limitations or restrictions of each
class or series, to the fullest extent permitted by Delaware law. The issuance
of preferred stock could have the effect of decreasing the market price of our
common stock, impeding or delaying a possible takeover and adversely affecting
the voting and other rights of the holders of common stock. Currently, there are
no shares of preferred stock outstanding and there are no shares of preferred
stock designated other than our series A redeemable preferred stock. See "--
Rights Plan."

OTHER PROVISIONS RELATING TO COMMON STOCK AND CLASS A COMMON STOCK

If we in any manner split, subdivide or combine the outstanding shares of
common stock or class A common stock, the outstanding sharesa majority of the total number of votes of NRG capital stock represented at a meeting and entitled to vote on a matter is required in order to approve such matter. Certain extraordinary transactions and other classactions require supermajority votes, including but not limited to the supermajority voting provisions described below in "—Anti-takeover Provisions—Amendments."
Liquidation Rights
In the event that NRG is liquidated, dissolved or wound up, the holders of NRG common stock will be proportionally subdivided or combinedentitled to a pro rata share in any distribution to stockholders, but only after satisfaction of all of NRG's liabilities and of the same manner
and on the same basis.

In all other respects, whether asprior rights of any outstanding series of NRG Preferred Stock.
Dividends
Subject to dividends, upon liquidation,
dissolution or winding up, or otherwise,preferences that may be applicable to any outstanding preferred stock, the holders of record ofNRG common stock are entitled to dividends when, as and if declared by the holdersNRG Board out of record of class Afunds legally available for that purpose.
No Preemptive Rights
The common stock have identicalhas no preemptive rights or other subscription rights.
No Redemption Rights, Conversion Rights or Sinking Fund
There are no redemption, conversion or sinking fund provisions applicable to the common stock.
Transfer Agent and privilegesRegistrar
The transfer agent and registrar for the common stock is Computershare Limited.
Stock Market Listing
The common stock is listed on the basisNew York Stock Exchange under the symbol "NRG."
Anti-takeover Provisions
Some provisions of Delaware law and NRG's amended and restated certificate of incorporation and bylaws could discourage or make more difficult a change in control of NRG without the support of the NRG Board. A summary of these provisions follows.
Meetings and Elections of Directors
Special Meetings of Stockholders. NRG's amended and restated certificate of incorporation provides that a special meeting of stockholders may be called only by the NRG Board by a resolution adopted by the affirmative vote of a majority of the total number of shares held.

ADVANCE NOTICE REQUIREMENTS FOR STOCKHOLDER PROPOSALS

Ourdirectors then in office or the chief executive officer of NRG (or, if there is no chief executive officer, by the most senior executive officer of NRG).
Elimination of Stockholder Action by Written Consent. NRG's amended and restated certificate of incorporation and its bylaws provide that holders of NRG common stock cannot act by written consent in lieu of a meeting.
Classification of Directors. Directors of NRG are currently divided into three classes of directors with each director serving a three-year term. However, at the 2012 annual meeting of NRG stockholders seekingheld on April 25, 2012, NRG stockholders approved an amendment to the amended and restated certificate of incorporation of NRG to declassify the NRG Board. The classified structure will

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be eliminated over a three-year period through the election of directors whose terms are expiring for one-year terms. Beginning with the 2015 annual meeting of NRG stockholders, the entire NRG Board will be elected annually.
Removal of Directors. Until the 2015 annual meeting of NRG stockholders, directors may only be removed for cause. From and after the 2015 annual meeting of NRG stockholders, directors may be removed without or without cause.
Vacancies. Any vacancy occurring on the NRG Board and any newly created directorship may be filled only by a majority of the directors remaining in office (even if less than a quorum), subject to the rights of holders of any series of preferred stock.
Amendments
Amendment of Certificate of Incorporation. The provisions described above under "—Special Meetings of Stockholders", "—Elimination of Stockholder Action by Written Consent" and "—Classification of Directors" may be amended only by the affirmative vote of holders of at least two-thirds (²/3) of the combined voting power of outstanding shares of NRG capital stock entitled to vote in the election of directors, voting together as a single class.
Amendment of Bylaws. The NRG Board has the power to make, alter, amend, change or repeal NRG's bylaws or adopt new bylaws by the affirmative vote of a majority of the total number of directors then in office. This right is subject to repeal or change by the affirmative vote of a majority of the combined voting power of the then outstanding capital stock of NRG entitled to vote on any amendment or repeal of the bylaws.
Notice Provisions Relating to Stockholder Proposals and Nominees
NRG's bylaws also impose some procedural requirements on stockholders who wish to make nominations in the election of directors or propose any other business to be brought before an annual or special meeting of stockholders.
Specifically, a stockholder may (i) bring businessa proposal before an annual meeting of stockholders, must provide(ii) nominate a candidate for election to the NRG Board at an annual meeting of stockholders, or (iii) nominate a candidate for election to the NRG Board at a special meeting of stockholders that has been called for the purpose of electing directors, only if such stockholder delivers timely notice of their proposalto NRG's corporate secretary. The notice must be in writing toand must include certain information and comply with the corporate secretary.delivery requirements as set forth in the bylaws.
To be timely, a stockholder's notice must be delivered or mailed and received at ourthe principal executive offices not less
than 120 days of NRG:
•
in advancethe case of the anniversary date of our proxy statementa nomination or other business in connection with our previous year's annual meeting. Our bylaws also specify
requirements as to the form and content of a stockholder's notice. These
provisions may impede stockholders' ability to bring matters before an annual meeting of stockholders, or make nominations for directors at annot later than the close of business on the 90th day nor earlier than the close of business on the 120th day prior to the first anniversary of the previous year's annual meeting of stockholders. So long as Northern States Powerstockholders; provided, however, that if the date of the annual meeting is advanced more than 30 days before or its successorsdelayed more than 70 days after the first anniversary of the preceding year's annual meeting, notice by waythe stockholder must be delivered not earlier than the close of mergerbusiness on the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or consolidation own at least sharesthe 10th day following the day on which public announcement of class A common stock,
it will be exempt from these provisions.

SPECIAL MEETINGS

Holdersthe date of our common stock may not callsuch meeting is first made by NRG; or

•
in the case of a nomination in connection with a special meeting of stockholders;stockholders, not earlier than the 120th day prior to such special meeting and not later than the close of business on the later of the 90th day before such special meeting or the 10th day following the day on which public announcement of the date of such meeting is first made by NRG.

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With respect to special meetings of stockholders, NRG's bylaws provide that only our boardsuch business shall be conducted as shall have been stated in the notice of directors may call such athe meeting.

BUSINESS COMBINATIONS WITH INTERESTED STOCKHOLDERS

We will not be
Delaware Anti-takeover Law
NRG is subject to the business combination provisions of Section 203 of the Delaware General Corporation Law but our certificate of incorporation will contain provisions substantially similarthe State of Delaware. Section 203 provides that, subject to Section 203. In
general, these provisions will prohibit us from engagingcertain exceptions specified in various business
combination transactionsthe law, a Delaware corporation shall not engage in certain "business combinations" with any interested stockholder"interested stockholder" for a three-year period of three
years afterfollowing the date oftime that the transaction in which the person became an interested
stockholder unless:

- the business combination transaction, or the transaction in which the
interested stockholder became an interested stockholder is approved by
our board of directors unless:
•
prior to such time, the dateNRG Board approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder
obtained this status,

- stockholder;

•
upon consummation of the transaction whichthat resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% or our commonof the voting stock outstanding at the time the transaction commenced, excluding for purposes of determining the number of shares
outstanding those shares owned by:

- persons who are directors and also officers; and

- employee stock plans in which employee participants do not have the
right to determine confidentially whether shares held subject to the
plan will be tendered in a tendercertain shares; or exchange offer; or

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- on

•
at or subsequent to this datethat time, the business combination is approved by our
board of directorsthe NRG Board and authorized at an annual or special meeting of
stockholders by the affirmative vote of holders of at least 66 2/3%²/3% of ourthe outstanding commonvoting stock whichthat is not owned by the interested stockholder.

Under our certificate of incorporation,
Generally, a business combination is defined
to include mergers,"business combination" includes a merger, asset sales andor stock sale or other transactionstransaction resulting in a financial benefit to athe interested stockholder. In general,Subject to certain exceptions, an interested stockholder"interested stockholder" is a person who, together with that person's affiliates and associates, owns, or within the previous three years did own, 15% or more of our commonNRG's voting stock. Northern States Power and its affiliates,
including Xcel Energy upon the completion of Northern States Power's pending
merger, will
Under certain circumstances, Section 203 makes it more difficult for a person who would be exempt from these provisions.

AMENDMENT

Our certificate of incorporation also provides that, after the first date
that Northern States Power or Xcel Energy, togetheran "interested stockholder" to effect various business combinations with their respective
affiliates, ceases to beneficially own at least % of the outstanding shares of
common stock, the affirmative vote of the holders of at least 80% of the
outstanding shares of common stock is required to amend thea corporation for a three-year period. The provisions of our
certificate of incorporation described above under "-- Advance Notice
Requirement for Stockholder Proposals," "-- Special Meetings," and "-- Business
Combinations with Interested Stockholders." Under our certificate of
incorporation and by-laws, our by-lawsSection 203 may only be amended:

- at any time by the affirmative vote of directors constituting not less
than a majority of the entire board of directors;

- priorencourage companies interested in acquiring NRG to the first date that Northern States Power or Xcel Energy,
together with their respective affiliates, cease to beneficially own at
least 49% of the outstanding shares of common stock, by the affirmative
vote of the holders of a majority of the outstanding shares of common
stock; or

- after that date, by the affirmative vote of the holders of a least 80% of
the outstanding shares of common stock.

RIGHTS PLAN

We have declared a dividend on shares of common stock and class A common
stock for holders of record as of the closing date of this offering consisting
of the right to purchase shares of our series A redeemable preferred
stock for a purchase price equal to $ per share upon the occurrence of
a "triggering event." The triggering event is the acquisition by a person or
entity of shares of common stock, the result of which is that such person or
entity has beneficial ownership of % of more of the voting power of the
outstanding common stock, unless such acquisition was approvednegotiate in advance by our
board of directors. The series A redeemable preferred stock, when issued, will
entitlewith the holder thereof to purchase shares of our common stock. The
rights mayNRG Board because the stockholder approval requirement would be redeemed by us at a price of $ per right. Our rights plan
makes it highly unlikely that any third party could acquire us without the
approval of our board of directors.

REGISTRATION RIGHTS

We have agreed to register shares of our common stock on behalf of Northern
States Power as described in "Relationships and Related Transactions --
Registration Rights Agreement."

LIMITATIONS ON LIABILITY AND INDEMNIFICATION OF OFFICERS AND DIRECTORS

The Delaware General Corporation Law authorizes corporations to limit or
eliminate the personal liability of directors to corporations and their
stockholders for monetary damages for breaches of directors' fiduciary duties.
Our certificate of incorporation includes a provision that eliminates the
personal liability of directors for monetary damages for actions taken as a
director, except for liability:

- for breach of duty of loyalty;

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- for acts or omissions not in good faith or involving intentional
misconduct or knowing violation of law;

- under Section 174 of the Delaware General Corporation Law (unlawful
dividends); and

- for transactions from which the director derived improper personal
benefit.

Our bylaws provide that we must indemnify our directors and officers to the
fullest extent authorized by the Delaware General Corporation Law, subject to
very limited exceptions. We are also expressly authorized to carry directors'
and officers' insurance providing indemnification for our directors, officers
and certain employees for some liabilities. We believe that these
indemnification provisions and insurance are necessary to attract and retain
qualified directors and executive officers.

The limitation of liability and indemnification provisions in our
certificate of incorporation, bylaws and indemnification agreements may
discourage stockholders from bringing a lawsuit against directors for breach of
their fiduciary duty. These provisions may also have the effect of reducing the
likelihood of derivative litigation against directors and officers, even though
such an action, if successful, might otherwise benefit us and our stockholders.
In addition, your investment may be adversely affected to the extent we pay the
costs of settlement and damage awards against directors and officers pursuant to
these indemnification provisions.

There is currently no pending litigation or proceeding involving any of our
directors, officers or employees for which indemnification is sought. Except for
an action recently brought by one of our stockholders against us and each of our
directors, we are unaware of any pending or threatened litigation that may
result in claims for indemnification.

TRANSFER AGENT

Norwest Bank, N.A. will act as the transfer agent for the common stock.

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DESCRIPTION OF INDEBTEDNESS

$125 MILLION 7.625% SENIOR NOTES DUE 2006; $250 MILLION 7.5% SENIOR NOTES DUE
2007; AND $300 MILLION 7.5% SENIOR NOTES DUE 2009

In January 1996, we sold $125 million of 7.625% Senior Notes due 2006 in a
transaction exempt from registration under the Securities Act. All of the 7.625%
Senior Notes due 2006 are still outstanding.

In June 1997, we sold $250 million of 7.5% Senior Notes due 2007 in a
transaction exempt from registration under the Securities Act. On January 20,
1998, we issued in an offering registered under the Securities Act an aggregate
principal amount of $250 million of 7.5% Senior Notes due 2007 in exchange for
all the unregistered 7.5% Senior Notes due 2007 issued on June 17, 1997. All of
the 7.5% Senior Notes due 2007 are still outstanding.

In May 1999, we sold $300 million of 7.5% Senior Notes due 2009 in an
offering registered under the Securities Act. All of the 7.5% Senior Notes due
2009 are still outstanding.

Each of the 7.625% Senior Notes due 2006, the 7.5% Senior Notes due 2007
and the 7.5% Senior Notes due 2009 are governed by the terms of an indenture.
The material terms of the indentures are described below. As a summary, the
following discussion necessarily omits many of the details of the indentures. A
copy of the indentures have been filed as an exhibit to the registration
statement of which this prospectus is a part.

Interest on the 7.625% Senior Notes due 2006 is payable semiannually in
arrears on each February 1 and August 1. Interest on the 7.5% Senior Notes due
2007 is payable semiannually in arrears on each June 15 and December 15.
Interest on the 7.5% Senior Notes due 2009 is payable semiannually in arrears on
each June 1 and December 1.

OPTIONAL REDEMPTION

The 7.625% Senior Notes due 2006 are redeemable, in whole or in part, at
any time after February 1, 2001, and the 7.5% Senior Notes due 2007 and the 7.5%
Senior Notes due 2009 are redeemable, in whole or in part, at any time. In each
case, the redemption price to be repaid is the greater of:

- 100% of principal amount of the senior notes, plus accrued interest on
the principal amount, if any, to the redemption date; or

- a discounted sum of the present values of all of the remaining scheduled
payments of principal and interest from the redemption date to maturity
on the senior notes.

CHANGE OF CONTROL

If a change of control occurs, we must make an offer to purchase all
outstanding 7.625% Senior Notes due 2006, 7.5% Senior Notes due 2007 and 7.5%
Senior Notes due 2009 at a purchase price equal to 101% of their principal
amount plus accrued and unpaid interest. This requirement could deter a change
of control transaction in which stockholders could receive a premium. However,
no change of control will be deemed to have occurredavoided if the rating remains
investment grade.

COVENANTS RESTRICTING OUR ACTIONS

Each ofNRG Board approves either the indentures contain covenants which generally prohibitbusiness combination or restrict our ability to pledge, mortgage, hypothecate or permit to exist any
lien upon our property to secure any indebtedness for borrowed money unless the senior notes are equally and ratably secured. In addition, the indenture for the
7.625% Senior Notes due 2006 requires us to maintain a tangible net worth of
greater than the sum of $175 million plus 25% of our consolidated net income for
the period from and including April 1, 1996 to the determination date of such
income.

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EVENTS OF DEFAULT

The following are "events of default" under each of the indentures:

- our failure to pay any interest on the senior notes when due, which
failure continues for 30 days;

- our failure to pay principal or premium (including in connection with a
change of control) on the senior notes when due;

- our failure to perform any other covenant relating to the senior notes
for a period of 30 days after the trustee gives us written notice or we
receive written notice by the holders of at least 25% in aggregate
principal amount of the senior notes;

- an event of default occurring under any of our instruments under which
there may be issued, or by which there may be secured or evidenced, any
indebtedness for money borrowed that has resulted in the acceleration of
the indebtedness, or any default occurring in payment of any
indebtedness at final maturity and after the expiration of any
applicable grace periods, other than:

- indebtedness that is payable solely out of the property or assets of a
partnership, joint venture or similar entity of which we or any of our
subsidiaries or affiliates is a participant, or that is secured by a
lien on the property or assets owned or held by that entity without
further recourse to us; or

- indebtedness not exceeding $20 million;

- one or more final judgments, decrees or orders for the payment of money
aggregating $20 million or more, either individually or in the
aggregate, shall be entered against us and shall remain undischarged,
unvacated and unstayed for more than 90 days, except while being
contested in good faith by appropriate proceedings; and

- a bankruptcy, insolvency, reorganization or receivership or similar
proceedings with respect to us.

$240 MILLION 8% REMARKETABLE OR REDEEMABLE SECURITIES ("ROARS") DUE 2013
(REMARKETING DATE NOVEMBER 1, 2003)

In November 1999, we sold $240 million of 8% ROARS due 2013 in an offering
registered under the Securities Act. All of the 8% ROARS due 2013 are still
outstanding and interest on them is payable semiannually in arrears on each
November 1 and May 1.

The ROARS are governed by the terms of an indenture. The material terms of
the indenture are described below. As a summary, the following discussion
necessarily omits many of the details of the indenture. A copy of the indenture
has been filed as an exhibit to the registration statement of which this
prospectus is a part.

CHANGE OF CONTROL

If a change of control (as defined in the indenture) occurs, we must make
an offer to purchase all outstanding ROARS then outstanding at a purchase price
equal to 101% of their principal amount plus accrued and unpaid interest. This
requirement could deter a change of control transaction in which stockholders
could receive a premium. However, no change of control will be deemed to have
occurred if the rating remains investment grade.

COVENANTS RESTRICTING OUR ACTIONS

The indenture for the ROARS contains covenants which generally prohibit or
restrict our ability to pledge, mortgage, hypothecate or permit to exist any
lien upon our property to secure any indebtedness for borrowed money unless the
senior notes are equally and ratably secured.

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EVENTS OF DEFAULT

The "events of default" under the indenture governing the ROARS are
substantially equivalent to those previously described with respect to the
senior notes.

MANDATORY TENDER

We have entered into a Remarketing Agreement with Credit Suisse Financial
Products pursuant to which Credit Suisse has the option to purchase all of the
ROARS on November 1, 2003 at a purchase price equal to 100% of the aggregate
principal amount outstanding. The ROARS will be remarketed at a fixed rate of
interest unless we have redeemed the ROARS or have exercised our option to have
the ROARS remarketed at a floating rate of interest for up to twelve months
following November 1, 2003. If we have elected to have the ROARS remarketed at a
floating rate of interest for up to twelve months, Credit Suisse will have the
option to purchase all of the ROARS at the end of the applicable floating rate
period at a discounted sum of the present values of all of the remaining
scheduled payments of principal and interest from the redemption date to
maturity on the ROARS.

OPTIONAL REDEMPTION

If Credit Suisse exercises its purchase option on November 1, 2003 or at
the end of the applicable floating rate period, if any, we have the option of
redeeming all of the ROARS at a discounted sum of the present values of all of
the remaining scheduled payments of principal and interest from the redemption
date to maturity on the ROARS.

MANDATORY REDEMPTION

We will be required to redeem the ROARS in whole on November 1, 2003 or at
the end any floating rate period in the event that Credit Suisse elects not to
exercise its option to purchase the ROARS. If we are required to redeem the
ROARS, we will redeem them at a purchase price equal to:

- if redeemed on November 1, 2003, 100% of the aggregate principal amount
outstanding; or

- if redeemed at the end of any floating rate period, a discounted sum of
the present values of all of the remaining scheduled payments of
principal and interest from the redemption date to maturity on the
ROARS.

L160 MILLION 7.97% RESET SENIOR NOTES DUE 2020

In March 2000, we sold L160 million (approximately $250 million) of 7.97%
Reset Senior Notes due 2020 in a transaction exempt from registration under the
Securities Act. All of the 7.97% Reset Senior Notes were sold to the NRG Energy
Pass-Through Trust 2000-1, a trust formed pursuant to a trust agreement between
us and The Bank of New York, as trustee. The trust issued $250 million aggregate
principal amount of certificates that represented an undivided beneficial
interest in the assets of the trust, which assets consist principally of the
7.97% Reset Senior Notes. Interest on the 7.97% Reset Senior Notes is payable
semiannually in arrears on each September 15 and March 15.

The 7.97% Reset Senior Notes are governed by the terms of an indenture. The
material terms of the indenture are described below. As a summary, the following
discussion necessarily omits many of the details of the indenture. A copy of the
indenture has been filed as an exhibit to the registration statement of which
this prospectus is a part.

CHANGE OF CONTROL

If a change of control (as defined in the indenture) occurs on or before
March 15, 2005 in L, we must make an offer to purchase all 7.97% Reset Senior
Notes then outstanding at a purchase price equal to 100% of their principal
amount plus accrued and unpaid interest plus a payment in U.S. dollars equal to
1% of the principal amount of trust certificates to be redeemed by the trust
pursuant to a similar change of

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control offer under the trust agreement. If a change of control occurs prior to
March 15, 2005, but after an event of default that results in the principal
amount of the 7.97% Reset Senior Notes being due and payable immediately, westockholder becoming an interested stockholder. These provisions also may make it more difficult to accomplish transactions that stockholders may otherwise deem to be required to purchase all or a part of the notes at a price in U.S.$ equal to
101% of the principal amount plus accrued and unpaid interest. If a change of
control occurs after March 15, 2005, we must make an offer to purchase all 7.97%
Reset Senior Notes then outstanding at a purchase price in L equal to 101% of
their principal amount plus accrued and unpaid interest. This requirement could
deter a change of control transaction in which stockholders could receive a
premium. However, no change of control will be deemed to have occurred if the
rating remains investment grade.

COVENANTS RESTRICTING OUR ACTIONS

The indenture for our 7.97% Reset Senior Notes contains covenants which
generally prohibit or restrict our ability to pledge, mortgage, hypothecate or
permit to exist any lien upon our property to secure any indebtedness for
borrowed money unless the senior notes are equally and ratably secured.

EVENTS OF DEFAULT

The "events of default" under the indenture governing the 7.97% Reset
Senior Notes are substantially equivalent to those previously described with
respectbest interests.

LEGAL MATTERS
Certain legal matters relating to the senior notes.

MANDATORY TENDER

We have entered into a Remarketing Agreement and a Call Agreement with Bank
of America, N.A. pursuant to which Bank of America has the option to purchase
all of the 7.97% Reset Senior Notes on March 15, 2005 at a purchase price equal
to 100% of the aggregate principal amount outstanding. The 7.97% Reset Senior
Notes will be remarketed at a fixed rate of interest unless we have redeemed the
7.97% Reset Senior Notes or have exercised our option to have the 7.97% Reset
Senior Notes remarketed at a floating rate of interest for up to twelve months
following March 15, 2005. If we have elected to have the 7.97% Reset Senior
Notes remarketed at a floating rate of interest for up to twelve months, Bank of
America will have the option to purchase all of the 7.97% Reset Senior Notes at
the end of the applicable floating rate period at a discounted sum of the
present values of all of the remaining scheduled payments of principal and
interest from the redemption date to maturity on the 7.97% Reset Senior Notes.

OPTIONAL REDEMPTION

If Bank of America exercises its purchase option on March 15, 2005 or at
the end of the applicable floating rate period, if any, we have the option of
redeeming all of the 7.97% Reset Senior Notes at a discounted sum of the present
values of all of the remaining scheduled payments of principal and interest from
the redemption date to maturity on the 7.97% Reset Senior Notes.

MANDATORY REDEMPTION

We will be required to redeem the 7.97% Reset Senior Notes in whole on
March 15, 2005 or at the end any floating rate period in the event that Bank of
America elects not to exercise its option to purchase the 7.97% Reset Senior
Notes. If we are required to redeem the 7.97% Reset Senior Notes, we will redeem
them at a purchase price equal to:

- if redeemed on March 15, 2005, 100% of the aggregate principal amount
outstanding; or

ABN AMRO REVOLVING CREDIT FACILITY

In March 2000, we entered into a $500 million revolving credit facility
with ABN AMRO Bank, N.V., as agent, and various lenders. The facility is
unsecured and provides for borrowings of "Base Rate
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Loans" and "Eurocurrency Loans." The Base Rate Loans bear interest at the
greater of ABN AMRO's prime rate or the sum of the prevailing per annum rates
for overnight funds plus 0.5% per annum plus an additional 0.125% if we draw
upon greater than one-third of the facility amount and an additional 0.25% if we
draw upon greater than two-thirds of the facility amount. The Eurocurrency loans
bear interest at an adjusted rate based on LIBOR plus an adjustment percentage
of from between 0.4% to 1.8% per annum, depending on NRG's senior debt credit
rating and the amount outstanding under the facility. The facility terminates on
March 9, 2001. The facility contains covenants that restrict the incurrence of
liens and require us to maintain a net worth of at least $700 million plus 25%
of our net income from January 1, 2000 through the determination date. In
addition, we must maintain a debt to capitalization ratio of not more than 0.68
to 1.0 or not more than 0.72 to 1.0 for any consecutive two months in a six
month period. An event of default under the standby Letter of Credit Facility
(described below) is also an event of default under this facility.

STANDBY LETTER OF CREDIT FACILITY

In November 1999, we entered into a $125 million standby letter of credit
facility with Australia and New Zealand Banking Group Limited, as administrative
agent. The facility is unsecured and provides for the issuances of letters of
credit for our account with respect to financial and performance guarantees that
we undertake. The facility terminates on November 30, 2002 unless extended in
accordance with the terms of the facility. The facility contains covenants that
restrict the incurrence of liens and require us to maintain a net worth to
capitalization ratio of 0.32 to 1.0 for each fiscal quarter. In addition, the
facility requires us to maintain a minimum net worth of at least $500 million
plus 25% of our net income for each fiscal quarter beginning with the fiscal
quarter ending September 30, 1999 for which net income is positive through the
fiscal quarter ending on or ending last prior to the determination date.

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SHARES ELIGIBLE FOR FUTURE SALE

Prior to this offering, there has been no public market for the common
stock. We cannot provide any assurance that a significant public market for the
common stock will develop or be sustained after this offering. Future sales of
substantial amounts of common stock in the public market, or the possibility of
such sales occurring, could adversely affect prevailing market prices for the
common stock or our future ability to raise capital through an offering of
equity securities.

After this offering, we will have outstanding shares of common
stock or shares if the underwriters' over-allotment option is
exercised in full. All of these shares will be freely tradable in the public
market without restrictions under the Securities Act, except for any such shares
acquired by an "affiliate" of NRG as that term is defined in Rule 144 under the
Securities Act, which shares will remain subject to resale limitations of Rule
144.

Northern States Power owns shares of class A common stock, which
represent % of the total number of both common stock and class A common stock
outstanding and which are immediately convertible into an equal number of shares
of common stock upon the election of Northern States Power or upon a sale of
shares of class A common stock to a third party. We have agreed, if so requested
by Northern States Power, to file registration statements and take other steps
to enable Northern States Power to sell shares of common stock held by it,
including but not limited to shares of common stock acquired by conversion of
shares of class A common stock. In addition, beginning 90 days after the date of
this prospectus, Northern States Power will be entitled to make sales under Rule
144 of limited quantities of common stock. However, we and Northern States Power
have agreed with the underwriters, subject to certain exceptions, not to sell
any shares of common stock for a period of 180 days following the date of this
prospectus.

Generally, Rule 144 provides that an affiliate may sell on the open market
in brokers' transactions within any three month period a number of shares that
does not exceed the greater of:

- 1% of the then outstanding shares of common stock; and

- the average weekly trading volume in the common stock on the open market
during the four calendar weeks preceding the sale.

Sales under Rule 144 will also be subject to post-sale notice requirements
and the availability of current public information about NRG.

Shares properly sold in reliance upon Rule 144 to persons who are not
affiliates are freely tradable without restriction after the sale.

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MATERIAL UNITED STATES TAX CONSEQUENCES
TO NON-UNITED STATES HOLDERS

The following discussion is a summary of the material United States federal
income and estate tax consequences of the ownership and disposition of our
common stock to beneficial owners that are Non-United States persons. This
discussion does not deal with all aspects of United States income and estate
taxation and does not deal with foreign, state and local tax consequences that
may be relevant to Non-United States persons in light of their personal
circumstances. Furthermore, this discussion is based on the Internal Revenue
Code of 1986, as amended, Treasury Department regulations, published positions
of the Internal Revenue Service and court decisions now in effect, all of which
are subject to change. YOU SHOULD CONSULT YOUR OWN TAX ADVISOR WITH REGARD TO
THE APPLICATION OF THE FEDERAL INCOME TAX LAWS, AS WELL AS TO THE APPLICABILITY
AND EFFECT OF ANY STATE, LOCAL OR FOREIGN TAX LAWS TO WHICH YOU MAY BE SUBJECT.

Under the Code, a "Non-United States person" means a person that is not any
of the following:

- a citizen or resident of the United States;

- a corporation or partnership created or organized in or under the laws of
the United States or any political subdivision of the United States;

- an estate the income of which is subject to United States federal income
taxation regardless of its source; or

- a trust that:

- is subject to the supervision of a court within the United States and
the control of one or more United States persons; or

- has a valid election in effect under applicable United States Treasury
regulations to be treated as a United States person.

DIVIDENDS

Generally, any dividend paid to a Non-United States person will be subject
to United States withholding tax either at a rate of 30% of the gross amount of
the dividend or at a lesser applicable treaty rate. However, dividends that are
effectively connected with the conduct of a trade or business within the United
States and, where a tax treaty applies, that are attributable to a United States
permanent establishment are not subject to the withholding tax but instead are
subject to United States federal income tax on a net income basis at applicable
graduated individual or corporate rates.

Certain certification and disclosure requirements must be complied with in
order to be exempt from withholding under the effectively connected income
exemption. Any effectively connected dividends received by a foreign corporation
may, under certain circumstances, be subject to an additional "branch profits
tax" at a 30% rate or a lesser applicable treaty rate.

Until January 1, 2001, dividends paid to an address outside the United
States are presumed to be paid to a resident of that country, unless the payer
has knowledge to the contrary, for purposes of the withholding tax discussed
above and, under the current interpretation of the United States Treasury
regulations, for purposes of determining the applicability of a tax treaty rate.
However, under United States Treasury regulations, if you wish to claim the
benefit of an applicable treaty rate and avoid backup withholding, as discussed
below, for dividends paid after December 31, 2000, you will be required to
satisfy applicable certification and other requirements.

If you are eligible for a reduced treaty rate of United States withholding
tax pursuant to an income tax treaty, you may obtain a refund of any excess
amounts withheld by filing an appropriate claim for refund with the Internal
Revenue Service.

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GAIN ON DISPOSITION OF COMMON STOCK

If you are a Non-United States person, you will generally not be subject to
United States federal income tax with respect to gain recognized on a sale or
other disposition of our common stock unless:

- the gain is effectively connected with a trade or business in the United
States and, where a tax treaty provides, the gain is attributable to a
United States permanent establishment;

- if you are an individual and hold our common stock as a capital asset,
you are present in the United States for 183 or more days in the taxable
year of the sale or other disposition and certain other conditions are
met;

- you are subject to tax pursuant to the provisions of the Code regarding
taxation of certain U.S. expatriates; or

- we are or have been a "United States real property holding corporation"
for United States federal income tax purposes.

We believe that we are not, and do not anticipate becoming, a "United
States real property holding corporation" for United States federal income tax
purposes. If we were to become a United States real property holding
corporation, so long as our common stock continues to be regularly traded on an
established securities market, you would be subject to federal income tax on any
gain from the sale or other disposition of the stock only if you actually or
constructively owned, during the five-year period preceding the disposition,
more than 5% of our common stock.

Special rules may apply to certain Non-United States persons, such as
"controlled foreign corporations," "passive foreign investment companies,"
"foreign personal holding companies" and corporations that accumulate earnings
to avoid federal income tax, that are subject to special treatment under the
Code. These entities should consult their own tax advisors to determine the
United States federal, state, local and other tax consequences that may be
relevant to them.

BACKUP WITHHOLDING AND INFORMATION REPORTING

We must report annually to the Internal Revenue Service and to you the
amount of dividends paid to you and the tax withheld with respect to these
dividends, regardless of whether withholding was required. Copies of the
information returns reporting the dividends and withholding may also be made
available to the tax authorities in the country in which you reside under the
provisions of an applicable income tax treaty.

Under current law, backup withholding at the rate of 31% generally will not
apply to dividends paid to you at an address outside the United States, unless
the payer has knowledge that you are a United States person. Under the final
regulations effective December 31, 2000, however, you will be subject to backup
withholding unless applicable certification requirements are met.

Payment of the proceeds of a sale of our common stock within the United
States or conducted through certain U.S. related financial intermediaries is
subject to both backup withholding and information reporting unless you certify
under penalties of perjury that you are a Non-United States person, and the
payer does not have actual knowledge that you are a United States person, or you
otherwise establish an exemption.

Any amounts withheld under the backup withholding rules may be allowed as a
refund or a credit against your United States federal income tax liability
provided the required information is furnished to the Internal Revenue Service.

ESTATE TAX

Common stock held by an individual Non-United States person at the time of
death will be included in that holder's gross estate for United States federal
estate tax purposes, unless an applicable estate tax treaty provides otherwise.
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UNDERWRITING

Subject to the terms and conditions stated in the underwriting agreement
dated the date hereof, each underwriter named below has severally agreed to
purchase, and NRG Energy, Inc. has agreed to sell to such underwriter, the
number of shares set forth opposite the name of such underwriter.

NUMBER
NAME OF SHARES
---- ---------

Salomon Smith Barney Inc....................................
Credit Suisse First Boston Corporation......................
ABN AMRO Incorporated.......................................
Banc of America Securities LLC..............................
Goldman, Sachs & Co.........................................
Lehman Brothers Inc.........................................
Merrill Lynch, Pierce, Fenner & Smith
Incorporated...................................
Morgan Stanley & Co. Incorporated...........................
-------
Total.....................................................
=======

The underwriting agreement provides that the obligations of the several
underwriters to purchase the shares included in this offering are subject to
approval of certain legal matters by counsel and to certain other conditions.
The underwriters are obligated to purchase all the shares (other than those
covered by the over-allotment option described below) if they purchase any of
the shares.

The underwriters, for whom Salomon Smith Barney Inc. and Credit Suisse
First Boston Corporation, ABN AMRO Incorporated, Banc of America Securities LLC,
Goldman, Sachs & Co., Lehman Brothers Inc., Merrill Lynch, Pierce Fenner & Smith
Incorporated and Morgan Stanley & Co. Incorporated are acting as
representatives, propose to offer some of the shares directly to the public at
the public offering price set forth on the cover page of this prospectus and
some of the shares to certain dealers at the public offering price less a
concession not in excess of $ per share. The underwriters may allow,
and such dealers may reallow, a concession not in excess of $ per share
on sales to certain other dealers. If all of the shares are not sold at the
initial offering price, the representatives may change the public offering price
and the other selling terms.

We have granted to the underwriters an option, exercisable for 30 days from
the date of this prospectus, to purchase up to additional shares of
common stock at the public offering price less the underwriting discount. The
underwriters may exercise such option solely for the purpose of covering
over-allotments, if any, in connection with this offering. To the extent such
option is exercised, each underwriter will be obligated, subject to certain
conditions, to purchase a number of additional shares approximately
proportionate to such underwriter's initial purchase commitment.

We, our officers and directors, and Northern States Power have agreed that,
for a period of 180 days from the date of this prospectus, they will not,
without the prior written consent of Salomon Smith Barney Inc., dispose of or
hedge any shares of our common stock or any securities convertible into or
exchangeable for common stock. Salomon Smith Barney Inc. in its sole discretion
may release any of the securities subject to these lock-up agreements at any
time without notice.

Prior to this offering, there has been no public market for the common
stock. Consequently, the initial public offering price for the shares was
determined by negotiations among us and the representatives. Among the factors
considered in determining the initial public offering price were our record of
operations, our current financial condition, our future prospects, our markets,
the economic conditions in and future prospects for the industry in which we
compete, our management, and currently prevailing general conditions in the
equity securities markets, including current market valuations of publicly
traded companies considered comparable to us. There can be no assurance,
however, that the prices at which the shares will sell in the public market
after this offering will not be lower than the price at which they are

87
92

sold by the underwriters or that an active trading market in the common stock
will develop and continue after this offering.

We will apply to have the common stock listed on the under
the symbol " ".

The following table shows the underwriting discounts and commissions to be
paid to the underwriters by us in connection with this offering. These amounts
are shown assuming both no exercise and full exercise of the underwriters'
option to purchase additional shares of common stock.

PAID BY NRG
----------------------------
NO EXERCISE FULL EXERCISE
----------- -------------

Per share................................................... $ $
Total....................................................... $ $

In connection with the offering, Salomon Smith Barney Inc., on behalf of
the underwriters, may purchase and sell shares of common stock in the open
market. These transactions may include over-allotment, syndicate covering
transactions and stabilizing transactions. Over-allotment involves syndicate
sales of common stock in excess of the number of shares to be purchased by the
underwriters in the offering, which creates a syndicate short position.
Syndicate covering transactions involve purchases of the common stock in the
open market after the distribution has been completed in order to cover
syndicate short positions. Stabilizing transactions consist of certain bids or
purchases of common stock made for the purpose of preventing or retarding a
decline in the market price of the common stock while the offering is in
progress.

The underwriters also may impose a penalty bid. Penalty bids permit the
underwriters to reclaim a selling concession from a syndicate member when
Salomon Smith Barney Inc., in covering syndicate short positions or making
stabilizing purchases, repurchases shares originally sold by that syndicate
member.

Any of these activities may cause the price of the common stock to be
higher than the price that otherwise would exist in the open market in the
absence of such transactions. These transactions may be effected on the
or in the over-the-counter market, or otherwise and, if
commenced, may be discontinued at any time.

We estimate that the total expenses of this offering will be $ .

The representatives have performed certain investment banking and advisory
services for us from time to time for which they have received customary fees
and expenses. The representatives may, from time to time, engage in transactions
with and perform services for us in the ordinary course of their business.

We have agreed to indemnify the underwriters against certain liabilities,
including liabilities under the Securities Act of 1933, or to contribute to
payments the underwriters may be required to make in respect of any of those
liabilities.

Because an affiliate of Salomon Smith Barney Inc. is a party to the $300
million Citicorp USA loan with us, which will be repaid with the proceeds of
this offering, this offering is being conducted in accordance with Rule 2720 of
the National Association of Securities Dealers, Inc. That rule requires that the
initial public offering price may be no higher than that recommended by a
"qualified independent underwriter", as defined by the NASD. is
serving in that capacity and has conducted due diligence and participated in the
preparation of the registration statement of which this prospectus forms a part.
The initial public offering price will be no higher than that recommended by
.

At our request, the underwriters have reserved for sale, at the initial
public offering price, up to 5% of the shares offered hereby to be sold to some
of our employees, management and directors. The number of shares of our common
stock available for sale to the general public will be reduced to the extent
that those persons purchase the reserved shares. Any reserved shares not so
purchased will be offered to the general public on the same terms as the other
shares.

88
93

LEGAL MATTERS

The validity of the shares of common stock being offereddistributed under this prospectus will be passed onupon for NRGus by Gibson Dunn & Crutcher LLP. Certain legal matters will be passed on
forDavid R. Hill, Executive Vice President and General Counsel of the underwriters by Skadden, Arps, Slate, Meagher & Flom LLP. Skadden, Arps,
Slate, Meagher & Flom LLP has from time to time represented us and may in the
future, from time to time, represent us in connection with various matters.

Company.

EXPERTS
The consolidated financial statements and schedule of NRG Energy, Inc. and the carve-out
financial statements of Cajun Electric as of December 31, 19992012 and 19982011, and for each of the three years in the three-year period ended December 31, 1999 included2012, and management's assessment of the effectiveness of internal control over financial reporting as of December 31, 2012 have been incorporated by reference herein upon the reports of KPMG LLP, independent registered public accounting firm, and upon the authority of said firm as experts in accounting and auditing.
The financial statements incorporated in this prospectus by reference to the Annual Report on Form 10-K of Edison Mission Energy for the year ended December 31, 2012 have been so includedincorporated in reliance on the reportsreport (which contains an explanatory paragraph relating to the Edison Mission Energy's ability to continue as a going concern as described in Notes 1 and 16 to the financial statements) of PricewaterhouseCoopers LLP, an independent accountants,registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

AVAILABLE

Table of Contents

INCORPORATION BY REFERENCE
The SEC allows us to "incorporate by reference" the information we file with them into this prospectus, which means that we can disclose important information to you by referring you to those documents and those documents will be considered part of this prospectus. We incorporate by reference the documents listed below that we file with the SEC under Sections 13(a), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (other than portions of these documents deemed to be "furnished" or not deemed to be "filed," including the portions of these documents that are either (1) described in paragraphs (d)(1), (d)(2), (d)(3) or (e)(5) of Item 407 of Regulation S-K promulgated by the SEC or (2) furnished under Item 2.02 or Item 7.01 of a Current Report on Form 8-K, including any exhibits included with such Items):
NRG Energy, Inc. SEC Filings:
•
our annual report on Form 10-K for the year ended December 31, 2012 filed on February 27, 2013;

•
the information specifically incorporated by reference into our Form 10-K from our proxy statement for our 2013 Annual Meeting of Stockholders filed on Schedule 14A on March 13, 2013;

•
our quarterly reports on Form 10-Q for the quarters ended March 31, 2013 (filed May 7, 2013) and June 30, 2013 (filed August 9, 2013); and

•
our current reports on Form 8-K filed on September 6, 2013 and October 8, 2013.
Edison Mission Energy SEC Filings:
•
Part II, Item 8 and Item 15(a)(2) (insofar as they relate to Edison Mission Energy) of the annual report on Form 10-K of Edison Mission Energy for the year ended December 31, 2012 filed on March 18, 2013; and

•
Part I, Item 1 (insofar as it relates to Edison Mission Energy) of each of the quarterly reports on Form 10-Q of Edison Mission Energy for the quarters ended March 31, 2013 (filed May 2, 2013) and June 30, 2013 (filed July 30, 2013).
If you make a request for such information in writing or by telephone, we will provide you, without charge, a copy of any or all of the information incorporated by reference in this prospectus. Any such request should be directed to:
NRG Energy, Inc.
211 Carnegie Center
Princeton, NJ 08540
(609) 524-4500
Attention: General Counsel
You should rely only on the information contained in, or incorporated by reference in, this prospectus. We have not authorized anyone else to provide you with different or additional information. This prospectus does not offer to sell or solicit any offer to buy any securities in any jurisdiction where the offer or sale is unlawful. You should not assume that the information in this prospectus or in any document incorporated by reference is accurate as of any date other than the date on the front cover of the applicable document.

Table of Contents

WHERE YOU CAN FIND MORE INFORMATION
We have filed with the United States Securities and Exchange CommissionSEC a registration statement on Form S-1 under the Securities Act aboutof 1933, as amended, with respect to the shares of common stock that we are offering.offered hereby. This prospectus, which constitutes a part of the registration statement, does not contain all of the information set forth in the registration statement or the exhibits and schedules filed therewith. For further information with respect to NRG Energy, Inc. and the common stock offered hereby, reference is made to the registration statement and the exhibits and schedules filed therewith. Statements contained in this prospectus regarding the contents of any contract or any other document that is filed as an exhibit to it. In addition, we currently file,the registration statement are not necessarily complete, and aftereach such statement is qualified in all respects by reference to the offering we will
continuefull text of such contract or other document filed as an exhibit to the registration statement.
We file annual, quarterly and special reports, proxy statements and other information with the Commission. For furtherSEC. You can inspect and copy these reports, proxy statements and other information with respect to
us, please refer to these documents on file, including registration statement,
and the exhibits and schedules thereto, which may be inspected without charge
and copied at prescribed rates at the Public Reference SectionRoom of the Commission
atSEC, 100 F Street, N.E., Room 1024, 450 Fifth Street, N.W.,1580, Washington, D.C. 20549 and at the
Commission's regional offices at 7 World Trade Center, Suite 1300, New York, New
York 10048, and Northwestern Atrium Center, 500 West Madison Street, Suite 140,
Chicago, Illinois 60661. The Commission maintains a website that contains
reports, proxy and information statements and other information filed
electronically with the Commission at http://www.sec.gov.

89
94

INDEX TO NRG ENERGY, INC. FINANCIAL STATEMENTS

PAGE NO.
--------

Independent Accountant's Report............................. F-2
Consolidated Statement of Income............................ F-3
Consolidated Statement of Cash Flows........................ F-4
Consolidated Balance Sheet.................................. F-5
Consolidated Statement of Stockholders' Equity.............. F-6
Notes to Consolidated Financial Statements.................. F-7

INDEX TO PRO-FORMA FINANCIAL STATEMENTS

Introduction to Pro Forma Financial Statements.............. F-33
Pro Forma Balance Sheet..................................... F-34
Pro Forma Income Statement.................................. F-36

CAJUN ELECTRIC (CAJUN FACILITIES)

INDEX TO CARVE-OUT FINANCIAL STATEMENTS

PAGE NO.
--------

Independent Accountant's Report............................. F-37
Carve-Out Statement of Net Assets........................... F-38
Carve-Out Statement of Certain Revenue and Expenses......... F-39
Notes to Financial Statements............................... F-40

F-1
95

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Stockholder
of NRG Energy, Inc.:

In our opinion, the accompanying consolidated balance sheet and the related
consolidated statement of income, of stockholder's equity and of cash flows
present fairly, in all material respects, the financial position of NRG Energy,
Inc. (a wholly-owned subsidiary of Northern States Power Company) and its
subsidiaries at December 31, 1999 and 1998, and the results of their operations
and their cash flows for each of the three years in the period ended December
31, 1999, in conformity with accounting principles generally accepted in the
United States. These financial statements are the responsibility of the
Company's management; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of these
statements in accordance with auditing standards generally accepted in the
United States, which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.

/s/ PRICEWATERHOUSECOOPERS LLP

March 17, 2000

F-2
96

NRG ENERGY, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF INCOME

YEAR ENDED DECEMBER 31,
--------------------------------
1999 1998 1997
---- ---- ----
(THOUSANDS OF DOLLARS EXCEPT PER
SHARE AMOUNTS)

OPERATING REVENUES
Revenues from wholly-owned operations..................... $432,518 $100,424 $ 92,052
Equity in earnings of unconsolidated affiliates........... 67,500 81,706 26,200
-------- -------- --------
Total operating revenues and equity earnings........... 500,018 182,130 118,252
-------- -------- --------
OPERATING COSTS AND EXPENSES
Cost of wholly-owned operations........................... 269,900 52,413 46,717
Depreciation and amortization............................. 37,026 16,320 10,310
General, administrative and development................... 83,572 56,385 43,116
-------- -------- --------
Total operating costs and expenses..................... 390,498 125,118 100,143
-------- -------- --------
OPERATING INCOME............................................ 109,520 57,012 18,109
-------- -------- --------
OTHER INCOME (EXPENSE)
Minority interest in earnings of consolidated
subsidiary............................................. (2,456) (2,251) (131)
Gain on sale of interest in projects...................... 10,994 29,950 8,702
Write-off of project investments.......................... -- (26,740) (8,964)
Other income, net......................................... 6,432 8,420 11,764
Interest expense.......................................... (93,376) (50,313) (30,989)
-------- -------- --------
Total other expense.................................... (78,406) (40,934) (19,618)
-------- -------- --------
INCOME (LOSS) BEFORE INCOME TAXES........................... 31,114 16,078 (1,509)
INCOME TAX BENEFIT.......................................... (26,081) (25,654) (23,491)
-------- -------- --------
NET INCOME.................................................. $ 57,195 $ 41,732 $ 21,982
======== ======== ========
EARNINGS PER SHARE-BASIC AND DILUTED........................ $ 57,195 $ 41,732 $ 21,982
======== ======== ========
WEIGHTED AVERAGE SHARES OUTSTANDING-BASIC AND DILUTED....... 1,000 1,000 1,000
======== ======== ========

See notes to consolidated financial statements.

F-3
97

NRG ENERGY, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS

YEAR ENDED DECEMBER 31,
-----------------------------------
1999 1998 1997
---- ---- ----
(THOUSANDS OF DOLLARS)

CASH FLOWS FROM OPERATING ACTIVITIES
Net income............................................... $ 57,195 $ 41,732 $ 21,982
Adjustments to reconcile net income to net cash provided
by operating activities
Undistributed equity in earnings of unconsolidated
affiliates.......................................... (27,181) (23,391) 6,481
Depreciation and amortization......................... 37,026 16,320 10,310
Deferred income taxes and investment tax credits...... (3,401) 7,618 3,107
Minority interest..................................... 857 (5,019) --
Investment write-downs................................ -- 26,740 8,964
Gain on sale of investments........................... (10,994) (29,950) (8,702)
Cash provided (used) by changes in certain working
capital items, net of effects from acquisitions and
dispositions
Accounts receivable................................. (99,608) 297 (2,859)
Accounts receivable-affiliates...................... 9,964 21,657 (19,963)
Accrued income taxes................................ 25,834 (24,861) 1,762
Inventory........................................... (17,287) (28) (307)
Other current assets................................ (13,433) 469 305
Accrued property and sales taxes.................... 1,740 (553) 1,645
Accounts payable.................................... 40,616 (8,082) 7,791
Accrued salaries, benefits, and related costs....... 1,955 4,735 3,826
Accrued interest.................................... 5,192 1,050 1,215
Other current liabilities........................... (3,533) (2,219) 6,084
Cash used by changes in other assets and
liabilities...................................... (16,322) (4,517) (7,155)
----------- --------- ---------
NET CASH (USED) PROVIDED BY OPERATING ACTIVITIES........... (11,380) 21,998 34,486
----------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Investments in projects............................... (163,340) (132,379) (318,149)
Acquisition, net of liabilities assumed............... (1,519,365) -- (148,830)
Consolidation of equity subsidiaries.................. 20,181 -- --
Cash from sale of project investment.................. 43,500 18,053 19,158
Decrease (increase) in notes receivable............... 58,331 16,858 (37,431)
Capital expenditures.................................. (94,853) (31,719) (26,936)
(Increase) decrease in restricted cash................ (13,067) (2,433) 16,100
Other, net............................................ -- -- 10,114
----------- --------- ---------
NET CASH USED BY INVESTING ACTIVITIES...................... (1,668,613) (131,620) (485,974)
----------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Net borrowings under line of credit agreement......... 216,000 2,000 122,000
Capital contributions from parent..................... 250,000 100,000 80,900
Proceeds from issuance of long-term debt.............. 575,633 23,169 254,061
Proceeds from issuance of note........................ 682,096 -- --
Principal payments on long-term debt.................. (18,634) (21,152) (5,925)
----------- --------- ---------
NET CASH PROVIDED BY FINANCING ACTIVITIES.................. 1,705,095 104,017 451,036
----------- --------- ---------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS....... 25,102 (5,605) (452)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR............. 6,381 11,986 12,438
=========== ========= =========
CASH AND CASH EQUIVALENTS AT END OF YEAR................... $ 31,483 $ 6,381 $ 11,986
=========== ========= =========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Interest paid (net of amount capitalized)............. $ 82,891 $ 49,089 $ 30,890
Income taxes paid (benefits received), net............ (54,384) (6,797) (24,577)

See notes to consolidated financial statements.
F-4
98

NRG ENERGY, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET

DECEMBER 31,
-----------------------
1999 1998
---- ----
(THOUSANDS OF DOLLARS)

ASSETS
CURRENT ASSETS
Cash and cash equivalents................................. $ 31,483 $ 6,381
Restricted cash........................................... 17,441 4,021
Accounts receivable-trade, less allowance for doubtful
accounts of $186 and $100............................... 126,376 15,223
Accounts receivable-affiliates............................ -- 7,324
Taxes Receivable.......................................... -- 21,169
Current portion of notes receivable -- affiliates......... 287 4,460
Current portion of notes receivable....................... -- 26,200
Inventory................................................. 119,181 2,647
Prepayments and other current assets...................... 29,202 4,533
---------- ----------
Total current assets.................................... 323,970 91,958
---------- ----------
PROPERTY, PLANT AND EQUIPMENT, AT ORIGINAL COST
In service................................................ 2,022,724 291,558
Under construction........................................ 53,448 5,352
---------- ----------
Total property, plant and equipment..................... 2,076,172 296,910
Less accumulated depreciation............................. (156,849) (92,181)
---------- ----------
Net property, plant and equipment....................... 1,919,323 204,729
---------- ----------
OTHER ASSETS
Investments in projects................................... 988,671 800,924
Capitalized project costs................................. 2,592 13,685
Notes receivable, less current portion -- affiliates...... 65,494 101,887
Notes receivable, less current portion.................... 5,787 3,744
Intangible assets, net of accumulated amortization of
$4,308 and $2,984....................................... 55,586 22,507
Debt issuance costs, net of accumulated amortization of
$6,640 and $1,675....................................... 20,081 7,276
Other assets, net of accumulated amortization of $8,909
and $7,350.............................................. 50,180 46,716
---------- ----------
Total other assets...................................... 1,188,391 996,739
---------- ----------
TOTAL ASSETS................................................ $3,431,684 $1,293,426
---------- ----------
LIABILITIES AND STOCKHOLDER'S EQUITY
CURRENT LIABILITIES
Current portion of project level long-term debt........... $ 30,462 $ 8,258
Revolving line of credit.................................. 340,000 --
Consolidated project level, non-recourse debt............. 35,766 --
Accounts payable-trade.................................... 61,211 7,371
Accounts payable-affiliate................................ 6,404 --
Accrued income taxes...................................... 4,730 --
Accrued property and sales taxes.......................... 4,998 3,251
Accrued salaries, benefits and related costs.............. 9,648 7,551
Accrued interest.......................................... 13,479 7,648
Other current liabilities................................. 17,657 8,289
---------- ----------
Total current liabilities............................... 524,355 42,368
OTHER LIABILITIES:
Minority interest......................................... 14,373 13,516
Consolidated project-level, long-term, non-recourse
debt.................................................... 1,026,398 113,437
Corporate level long-term debt, less current portion...... 915,000 504,781
Deferred Income Taxes..................................... 16,940 19,841
Deferred Investment Tax Credits........................... 1,088 1,343
Postretirement and other benefit obligations.............. 24,613 11,060
Other long-term obligations and deferred income........... 15,263 7,748
---------- ----------
Total liabilities....................................... 2,538,030 714,094
---------- ----------
STOCKHOLDER'S EQUITY
Common stock; $1 par value; 1,000 shares authorized; 1,000
shares issued and outstanding........................... 1 1
Additional paid-in capital................................ 781,913 531,913
Retained earnings......................................... 187,210 130,015
Accumulated other comprehensive income.................... (75,470) (82,597)
---------- ----------
Total Stockholder's Equity.............................. 893,654 579,332
---------- ----------
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY.................. $3,431,684 $1,293,426
========== ==========

See notes to consolidated financial statements.
F-5
99

NRG ENERGY, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF STOCKHOLDER'S EQUITY

ACCUMULATED
ADDITIONAL OTHER TOTAL
COMMON PAID-IN RETAINED COMPREHENSIVE STOCKHOLDER'S
STOCK CAPITAL EARNINGS INCOME EQUITY
------ ---------- -------- ------------- -------------
(THOUSANDS OF DOLLARS)

BALANCES AT DECEMBER 31, 1996.......... $1 $351,013 $ 66,301 $ 4,599 $421,914
== ======== ======== ======== ========
Net Income............................. 21,982 21,982
Currency translation adjustments....... (74,098) (74,098)
--------
Comprehensive income for 1997.......... (52,116)
Capital contributions from parent...... 80,900 80,900
-- -------- -------- -------- --------
BALANCES AT DECEMBER 31, 1997.......... $1 $431,913 $ 88,283 $(69,499) $450,698
== ======== ======== ======== ========
Net Income............................. 41,732 41,732
Currency translation adjustments....... (13,098) (13,098)
--------
Comprehensive income for 1998.......... 28,634
Capital contributions from parent...... 100,000 100,000
-- -------- -------- -------- --------
BALANCES AT DECEMBER 31, 1998.......... $1 $531,913 $130,015 $(82,597) $579,332
== ======== ======== ======== ========
Net Income............................. 57,195 57,195
Currency translation adjustments....... 7,127 7,127
--------
Comprehensive income for 1999.......... 64,322
Capital contributions from parent...... 250,000 250,000
-- -------- -------- -------- --------
BALANCES AT DECEMBER 31, 1999.......... $1 $781,913 $187,210 $(75,470) $893,654
== ======== ======== ======== ========

Other comprehensive income is shown net of tax expenses (benefits) which
were $0 during both 1999 and 1998 and $5.9 million in 1997.

See notes to consolidated financial statements.

F-6
100

NOTE 1 -- ORGANIZATION

NRG Energy, Inc. (the Company), a Delaware Corporation, was incorporated on
May 29, 1992, as a wholly owned subsidiary of Northern States Power Company
(NSP). Beginning in 1989, the Company was doing business through its predecessor
companies, NRG Energy, Inc. and NRG Group, Inc., Minnesota corporations, which
were merged into the Company subsequent to its incorporation. The Company and
its subsidiaries and affiliates develop, build, acquire, own and operate
non-regulated energy-related businesses.

NOTE 2 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION AND BASIS OF PRESENTATION

The consolidated financial statements include the accounts of the Company
and its subsidiaries (referred to collectively herein as the Company). All
significant intercompany transactions and balances have been eliminated in
consolidation. Accounting policies for all of the Company's operations are in
accordance with accounting principles generally accepted in the United States.
As discussed in Note 5, the Company has investments in partnerships, joint
ventures and projects for which the equity method of accounting is applied.
Earnings from equity in international investments are recorded net of foreign
income taxes.

CASH EQUIVALENTS

Cash equivalents include highly liquid investments (primarily commercial
paper) with a remaining maturity of three months or less at the time of
purchase.

RESTRICTED CASH

Restricted cash consists primarily of cash collateral for letters of credit
issued in relation to project development activities and funds held in trust
accounts to satisfy the requirements of certain debt agreements.

INVENTORY

Inventory is valued at the lower of average cost or market and consists
principally of fuel oil, coal, spare parts and raw materials used to generate
steam.

PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment are capitalized at original cost. Significant
additions or improvements extending asset lives are capitalized, while repairs
and maintenance are charged to expense as incurred. Depreciation is computed
using the straight-line method over the following estimated useful lives:

Facilities and improvements................................. 10-45 years
Machinery and equipment..................................... 7-30 years
Office furnishings and equipment............................ 3-5 years

CAPITALIZED INTEREST

Interest incurred on funds borrowed to finance projects expected to require
more than three months to complete is capitalized. Capitalization of interest is
discontinued when the project is completed and considered operational.
Capitalized interest is amortized using the straight line method over the useful
life of the related project. Capitalized interest was $287,000 and $172,000 in
1999 and 1998, respectively.

F-7
101

DEVELOPMENT COSTS AND CAPITALIZED PROJECT COSTS

These costs include professional services, dedicated employee salaries,
permits, and other costs which are incurred incidental to a particular project.
Such costs are expensed as incurred until a sales agreement or letter of intent
is signed, and the project has been approved by the Company's Board of
Directors. Additional costs incurred after this point are capitalized. When
project operations begin, previously capitalized project costs are reclassified
to investment in projects and amortized on a straight-line basis over the lesser
of the life of the project's related assets or revenue contract period.

DEBT ISSUANCE COSTS

Costs to issue long-term debt have been capitalized and are being amortized
over the terms of the related debt.

INTANGIBLES

Intangibles consist principally of the excess of the cost of investment in
subsidiaries over the underlying fair value of the net assets acquired and are
being amortized using the straight-line method over 20 to 30 years. The Company
periodically evaluates the recovery of goodwill and other intangibles based on
an analysis of estimated undiscounted future cash flows.

OTHER LONG TERM ASSETS

Other long-term assets consist primarily of service agreements and
operating contracts. These assets are being amortized over the remaining terms
of the individual contracts, which range from seven to twenty-eight years.

INCOME TAXES

The Company is included in the consolidated tax returns of NSP. The Company
calculates its income tax provision on a separate return basis under a tax
sharing agreement with NSP as discussed in Note 9. Current federal and state
income taxes are payable to or receivable from NSP. The Company records income
taxes using the liability method. Income taxes are deferred on all temporary
differences between pretax financial and taxable income and between the book and
tax bases of assets and liabilities. Deferred taxes are recorded using the tax
rates scheduled by law to be in effect when the temporary differences reverse.
The Company's policy for income taxes related to international operations is
discussed in Note 9.

REVENUE RECOGNITION

Under fixed-price contracts, revenues are recognized as products or
services are delivered. Revenues and related costs under cost reimbursable
contract provisions are recorded as costs are incurred. Anticipated future
losses on contracts are charged against income when identified.

FOREIGN CURRENCY TRANSLATION

The local currencies are generally the functional currency of the Company's
foreign operations. Foreign currency denominated assets and liabilities are
translated at end-of-period rates of exchange. The resulting currency
adjustments are accumulated and reported as a separate component of
stockholder's equity. Income, expense, and cash flows are translated at
weighted-average rates of exchange for the period.

DERIVATIVE FINANCIAL INSTRUMENTS

To preserve the U.S. dollar value of projected foreign currency cash flows,
the Company hedges, or protects, those cash flows if appropriate foreign hedging
instruments are available. The gains and losses on those agreements offset the
effect of exchange rate fluctuations on the Company's known and anticipated cash
flows. The Company defers gains on agreements that hedge firm commitments of
cash flows, and
F-8
102

accounts for them as part of the relevant foreign currency transaction when the
transaction occurs. The Company defers expected losses on these agreements,
unless it appears that the deferral would result in recognizing a loss later.

While the Company is not currently hedging investments involving foreign
currency, the Company will hedge such investments when it believes that
preserving the U.S. dollar value of the investment is appropriate. The Company
is not hedging currency translation adjustments related to future operating
results. The Company does not speculate in foreign currencies.

From time to time the Company also uses interest rate hedging instruments
to protect it from an increase in the cost of borrowing. Gains and losses on
interest rate hedging instruments are reported as part of the asset for
Investments In Projects when the hedging instrument relates to a project that
has financial statements that are not consolidated into the Company's financial
statements. Otherwise, they are reported as part of debt.

USE OF ESTIMATES

The preparation of financial statements in conformity with Generally
Accepted Accounting Principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities at the
date of the financial statements and the reported amounts of revenues and
expenses during the reporting period.

In recording transactions and balances resulting from business operations,
the Company uses estimates based on the best information available. Estimates
are used for such items as plant depreciable lives, tax provisions,
uncollectible accounts and actuarially determined benefit costs, among others.
As better information becomes available (or actual amounts are determinable),
the recorded estimates are revised. Consequently, operating results can be
affected by revisions to prior accounting estimates.

NEW ACCOUNTING PRONOUNCEMENTS

In June 1998, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standard (SFAS) No. 133, "Accounting for
Derivative Instruments and Hedging Activities,". This statement requires that
all derivatives be recognized at fair value in the balance sheet and that
changes in fair value be recognized either currently in earnings or deferred as
a component of Other Comprehensive Income, depending on the intended use of the
derivative, its resulting designation and its effectiveness. The Company plans
to adopt this standard in the first quarter of 2001, as required. The Company
has not determined the potential impact of implementing this statement.

RECLASSIFICATIONS

Certain prior-year amounts have been reclassified for comparative purposes.
These reclassifications had no effect on net income or stockholder's equity as
previously reported.

NOTE 3 -- ASSET ACQUISITIONS AND DIVESTITURES

In February 1999, the Company purchased from Thermal Ventures, Inc. (TVI)
the remaining 50.1% limited partnership interests held by TVI in San Francisco
Thermal Limited Partnership and Pittsburgh Thermal Limited Partnership for $12.3
million. In April 1999, NRG acquired TVI's 50% member interest in North American
Thermal Systems LLC (the entity holding the general partnership interest in the
San Francisco and Pittsburgh partnerships) for $500,000.

In 1994, the Company, through a wholly-owned subsidiary, purchased a 50%
ownership interest in Sunnyside Cogeneration Associates, a Utah joint venture,
which owns and operates a 58 MW waste coal plant in Utah. The waste coal plant
is currently being operated by a partnership that is 50% owned by a Company
affiliate. In March 1999, the Company and its partner executed an agreement to
sell the Sunnyside project to an affiliate of Baltimore Gas & Electric for a
purchase price of $2.0 million. There was no gain or loss on the sale which
closed during the second quarter of 1999.
F-9
103

In April 1999, the Company completed the acquisition of the Somerset power
station for approximately $55 million from the Eastern Utilities Association
(EUA). The Somerset station, located in Somerset, Massachusetts, includes two
coal-fired generating facilities and two aeroderivative combustion turbine
peaking units with a capacity rating of 229 MW, of which 69 MW is on deactivated
reserve. In connection with this acquisition, the Company entered into a
Wholesale Standard Offer Service Agreement pursuant to which the Company is
obligated to provide approximately 30% of the energy and capacity requirements
of certain EUA affiliates (which is estimated to be approximately 275 MW at peak
requirement) until December 31, 2009.

In May 1999, the Company and Dynegy Power Corporation (Dynegy), through
West Coast Power LLC, completed the acquisition of the Encina generating station
and 17 combustion turbines for approximately $356 million from San Diego Gas &
Electric Company. The facilities, which have a combined capacity rating of 1,218
MW, are located near Carlsbad and San Diego, California. The Company and Dynegy
each own a 50% interest in these facilities.

In June 1999, the Company completed its acquisition of the Huntley and
Dunkirk generating stations from Niagara Mohawk Power Corporation (NIMO) for
approximately $355 million. The two coal-fired power generation facilities are
located near Buffalo, New York, and have a combined summer capacity rating of
1,360 MW. In connection with this acquisition, the Company entered into several
Transition Power Purchase Agreements and a related swap agreement with NIMO
pursuant to which NIMO purchases certain energy and capacity from these
facilities for a term of four years.

In June 1999, the Company completed its acquisition of the Arthur Kill
generating station and the Astoria gas turbine site from Consolidated Edison
Company of New York, Inc. (ConEd) for approximately $505 million. These
facilities, which are located in the New York City Area, have a combined
capacity rating of 1,456 MW. In connection with the acquisition of each
facility, the Company entered into (i) Transition Energy Sales Agreements
pursuant to which energy from each facility is sold to ConEd for a transition
period ending on the date on which the independent system operator in New York
State (NYISO) commences operation (which commencement date was November 18,
1999) of a spot market for energy and certain ancillary services, and (ii)
Transition Capacity Sales Agreements pursuant to which capacity from each
facility is sold to ConEd for a transition period ending on the later of (a) the
earlier of (i) December 31, 2002 or (ii) the date such facility receives notice
from the NYISO that none of the electric generating capacity of such facility is
required for meeting the installed capacity requirements in New York City, or
(b) the date the NYISO commences an auction for system capacity. Pursuant to the
Transition Energy Sales Agreements, the Company agreed to sell to ConEd at a
fixed price varying amounts of energy from the Arthur Kill generating facility
and the Astoria gas turbine generating facility, in each case in amounts to be
specified by ConEd, up to the full capability of each facility. Pursuant to the
Transition Capacity Sales Agreements, the Company agreed to sell to ConEd at a
fixed price, during certain periods, up to 100% of the capacity of the Arthur
Kill generating facility and up to 100% of the capacity of the Astoria gas
turbines facility.

In August, the Company agreed to sell all but a 20 percent ownership
interest in Cogeneration Corporation of America (CogenAmerica) to Calpine
Corporation in connection with Calpine's acquisition of the remaining shares of
CogenAmerica. Prior to December 1999, the Company owned approximately 45% of
CogenAmerica. Upon closing of the transaction, all outstanding shares of
CogenAmerica common stock (other than those retained by the Company) were
acquired by Calpine for a cash purchase price of $25.00 per share. The
transaction closed during the fourth quarter of 1999 and the Company retained a
20% ownership interest in CogenAmerica.

In October 1999, the Company completed its acquisition of the Oswego
generating station from NIMO and Rochester Gas and Electric for approximately
$85 million. The oil and gas-fired power generating facility which has a
capacity rating of 1,700 MW, is located on a 93-acre site in Oswego, New York.
This facility consists of two units each having a capacity rating of 850 MW. In
connection with this acquisition, the Company entered into a Transition Power
Purchase Agreement with NIMO similar to those entered into in connection with
the acquisitions of the Dunkirk and Huntley facilities. Pursuant to

F-10
104

this agreement, the Company has agreed to sell 100% of the capacity of one unit,
an option for up to 40% of the capacity of the other unit. The Company has
agreed to sell NIMO an option to purchase a nominal amount of energy for a term
of four years.

In December 1999, the Company acquired four fossil fuel generating stations
and six remote gas turbines from CL&P for approximately $460 million, plus
adjustments for working capital. These facilities are located throughout
Connecticut and have a combined nominal capacity rating of 2,235 MW. The Company
entered into a Standard Offer Service Wholesale Sales Agreement with CL&P
pursuant to which the Company will supply CL&P with 35% of its standard offer
service load during 2000, 40% during 2001 and 2002, and 45% during 2003. The
Company estimates that 45% of CL&P's standard offer service load in 2003 will be
approximately 2,070 MW at peak requirement. The Agreement terminates on December
31, 2003.

In December 1999, the Company purchased a 50% interest in the Rocky Road
Power Plant, a 250 MW natural gas fired simple-cycle peaking facility in East
Dundee, IL from Dynegy Inc., for approximately $60 million. The power plant
began commercial operations on June 30, 1999 and received approval for the
installation of an additional 100 MW natural gas combustion turbine in October
1999, increasing the facilities generating capacity to a nominal 350 MW. The
expansion is expected to be in service before the start of the peak summer 2000
season.

Pro forma information has not been presented for the assets acquired in
1999 due to the fact that the assets acquired do not constitute businesses under
Rule 11-01(d) of Regulation S-X. Accordingly, historical financial information
does not exist for the assets acquired.

NOTE 4 -- PROPERTY, PLANT AND EQUIPMENT

The major classes of property, plant and equipment at December 31 were as
follows:

1999 1998
---- ----
(THOUSANDS OF DOLLARS)

Facilities and equipment, including construction work
in progress of $53,448 and $5,352................... $2,000,541 $280,876
Land and improvements................................. 64,330 10,397
Office furnishings and equipment...................... 11,301 5,637
---------- --------
Total property, plant and equipment.............. 2,076,172 296,910
Accumulated depreciation.............................. (156,849) (92,181)
---------- --------
Net property, plant and equipment..................... $1,919,323 $204,729
========== ========

NOTE 5 -- INVESTMENTS ACCOUNTED FOR BY THE EQUITY METHOD

The Company has investments in various international and domestic energy
projects. The equity method of accounting is applied to such investments in
affiliates, which include joint ventures and partnerships, because the ownership
structure prevents the Company from exercising a controlling influence over
operating and financial policies of the projects. Under this method, equity in
pretax income or losses of domestic partnerships and, generally, in the net
income or losses of international projects are reflected as equity in earnings
of unconsolidated affiliates.

F-11
105

A summary of the Company's significant equity-method investments which were
in operation at December 31, 1999 is as follows:

ECONOMIC PURCHASED OR
NAME GEOGRAPHIC AREA INTEREST PLACED IN SERVICE
---- --------------- -------- -----------------

Loy Yang A................................... Australia 25.37% May 1997
Energy Developments Limited.................. Australia 29.14% February 1997
ECK Generating............................... Czech Republic 44.50% December 1994
MIBRAG mbH................................... Germany 33.33% January 1994
Gladstone Power Station...................... Australia 37.50% March 1994
Schkopau Power Station....................... Germany 20.95% January and July 1996
Scudder Latin American Projects.............. Latin America 6.63% June 1993
Long Beach Generating........................ USA 50.00% April 1998
El Segundo Power............................. USA 50.00% April 1998
Bolivian Power Company (Cobee)............... Bolivia 49.10% December 1996
Cogeneration Corp. of America................ USA 20.00% April 1996
Encina....................................... USA 50.00% May 1999
San Diego Combustion Turbines................ USA 50.00% May 1999

Summarized financial information for investments in unconsolidated
affiliates accounted for under the equity method as of and for the year ended
December 31, is as follows:

1999 1998 1997
---- ---- ----
(THOUSANDS OF DOLLARS)

Operating revenues....................................... $1,732,521 $1,491,197 $1,612,897
Costs and expenses....................................... 1,531,958 1,346,569 1,522,727
---------- ---------- ----------
Net income.......................................... $ 200,563 $ 144,628 $ 90,170
---------- ---------- ----------
Current assets........................................... $ 742,674 $ 710,159 $ 713,390
Noncurrent assets........................................ 7,322,219 7,938,841 7,733,886
---------- ---------- ----------
Total assets........................................ $8,064,893 $8,649,000 $8,447,276
---------- ---------- ----------
Current liabilities...................................... $ 708,114 $ 527,196 $ 472,980
Noncurrent liabilities................................... 5,168,893 5,854,284 6,042,102
Equity................................................... 2,187,886 2,267,520 1,932,194
---------- ---------- ----------
Total liabilities and equity........................ $8,064,893 $8,649,000 $8,447,276
NRG's share of equity.................................... $ 988,671 $ 800,924 $ 694,655
NRG's share of income.................................... $ 67,500 $ 81,706 $ 26,200

In accordance with FASB No. 121 "Accounting for Impairment of Long-lived
Assets to be Disposed of," the Company reviews long lived assets, investments
and certain intangibles for impairment whenever events or circumstances indicate
the carrying amounts of an asset may not be recoverable. During 1998, the
Company wrote down accumulated project development expenditures of $26.7
million. The Company's West Java, Indonesia, project totaling $22.0 million was
written off due to the uncertainties surrounding infrastructure projects in
Indonesia. Also during 1998, the Company wrote off its $1.9 million investment
in the Sunnyside project and its $2.8 million investment in Alto Cachopoal. The
charge represents the difference between the carrying amount of the investment
and the fair value of the asset, determined using a cash flow model. In December
1997, the Company reviewed the carrying amount of the Sunnyside project that
failed to restructure its debt and recorded a charge of $8.9 million. The charge
represents the difference between the carrying amount of the investment and the
fair value of the asset, determined using a discounted cash flow model.

F-12
106

NOTE 6 -- RELATED PARTY TRANSACTIONS

SALE TO AFFILIATE

During October 1998, the Company sold its interest in the Mid-Continent
Power Corporation (MCPC) facility to CogenAmerica for a $2.1 million gain after
elimination of affiliate interest. The MCPC facility is a 110 MW, gas-fired
generation station located near Pryor, Oklahoma. The Company owns 20 percent of
the outstanding stock of CogenAmerica.

OPERATING AGREEMENTS

The Company has two agreements with NSP for the purchase of thermal energy.
Under the terms of the agreements, NSP charges the Company for certain costs
(fuel, labor, plant maintenance, and auxiliary power) incurred by NSP to produce
the thermal energy. The Company paid NSP $4.4 million in 1999 and $5.1 million
in 1998 under these agreements.

The Company has a renewable 10-year agreement with NSP, expiring on
December 31, 2001, whereby NSP agrees to purchase refuse-derived fuel for use in
certain of its boilers and the Company agrees to pay NSP a burn incentive. Under
this agreement, the Company received $1.4 million and $1.4 million from NSP, and
paid $2.7 million and $3.1 million to NSP in 1999 and 1998, respectively.

ADMINISTRATIVE SERVICES AND OTHER COSTS

The Company and NSP have entered into an agreement to provide for the
reimbursement of actual administrative services provided to each other, an
allocation of NSP administrative costs and a working capital fee. Services
provided by NSP to the Company are principally cash management, legal,
accounting, employee relations, benefits administration and engineering support.
In addition, the Company employees participate in certain employee benefit plans
of NSP as discussed in Note 10. During 1999 and 1998, the Company paid NSP $6.4
million and $5.2 million, respectively, as reimbursement under this agreement.

In 1996, the Company and NSP entered into an agreement for the Company to
provide operations and maintenance services for NSP's Elk River resource
recovery facility and Becker ash landfill. During 1999 and 1998, NSP paid the
Company $1.9 million and $1.7 million, respectively, as compensation under this
agreement.

F-13
107

NOTE 7 -- NOTES RECEIVABLE

Notes receivable consists primarily of fixed and variable rate notes
secured by equity interests in partnerships and joint ventures. The notes
receivable at December 31, are as follows:

1999 1998
---- ----
(THOUSANDS OF DOLLARS)

COGENERATION CORPORATION OF AMERICA:
Note due 2001, 9.5%....................................... $ -- $ 2,539
Grays Ferry note due 2005, LIBOR plus 4.0%
(9.31%@12/98).......................................... -- 1,900
Morris note due 2004, prime +3.5% (11.25%@12/98).......... -- 12,027
MCPC note due 2004, prime +3.5% (11.25%@12/98)............ -- 23,947
El Paso note, due January 1999, non interest bearing........ -- 26,200
Thermal Ventures, Inc. note due 1999, 11%................... -- 1,500
TOSLI, various notes due 2000, LIBOR plus 4.0%
(10.0%@12/99)............................................. 207 132
Various secured notes due 2000 and later, non-interest and
interest bearing.......................................... 224 723
NEO notes to various affiliates due primarily 2012, prime
+2% to 12.5%.............................................. 26,850 27,445
Southern MN Praireland Solid Waste, note due 2003, 7%....... 44 1,441
Pacific Generation, various notes, prime +2% to 12%......... 3,368 4,203
NRGenerating International BV notes to various affiliates,
non-interest bearing...................................... 40,410 34,234
O'Brien Cogen II note, due 2008, non interest bearing....... 465 --
------- --------
Total................................................ $71,568 $136,291
======= ========

F-14
108

NOTE 8 -- LONG-TERM DEBT

Long-term debt consists of the following at December 31:

1999 1998
---- ----
(THOUSANDS OF DOLLARS)

NEO Landfill Gas, Inc. term loan, due October 30, 2007,
9.35%..................................................... $ -- $ 9,847
NEO Landfill Gas Inc. construction loan due October 30, 2007
LIBOR +1% (6.31% @ 12/98)................................. -- 6,550
NEO Landfill Gas, Inc. City of L.A. term loan, due December
2019 non-interest bearing................................. -- 1,395
Revolving Line of Credit, due March 17, 2000, 5.85%......... 124,000
COBEE, due April 21, 2000, 0%............................... 5,761 --
O'Brien Cogen II due August 31, 2000, 9.5%.................. 2,893 --
NRG San Diego, Inc. promissory note, due June 25, 2003,
8.0%...................................................... 1,729 2,141
Pittsburgh Thermal LP -- Credit Line, due 2004, LIBOR
+4.25%.................................................... 1,100 --
San Francisco Thermal LP -- Credit Line, due 2004, LIBOR
+4.25%.................................................... 900 --
Pittsburgh Thermal LP, due 2002-2004, 10.61%-10.73%......... 6,800 --
San Francisco Thermal LP, October 5, 2004, 10.61%........... 5,905 --
NRG Energy senior notes, due February 1, 2006, 7.625%....... 125,000 125,000
Note payable to NSP, due December 1, 1995-2006,
5.40%-6.75%............................................... 6,495 7,174
NRG Energy senior notes, due June 15, 2007, 7.50%........... 250,000 250,000
Camas Power Boiler LP, unsecured term loan, due June 30,
2007, 7.65%............................................... 17,087 17,576
Camas Power Boiler LP, revenue bonds, due August 1, 2007,
4.65%..................................................... 9,130 11,010
Various NEO debt due 2005-2008, 9.35%....................... 28,615 --
NRG Energy senior notes, due June 1, 2009, 7.50%............ 300,000 --
NRG Energy Center, Inc. senior secured notes due June 15,
2013, 7.31%............................................... 68,881 71,783
NRG Energy senior notes, due Nov. 1, 2013, 8.00%............ 240,000 --
Crockett Corp. LLP, due Dec. 31, 2014, 8.13%................ 255,000 --
NRG Northeast Generating debt............................... 646,564 --
---------- --------
1,971,860 626,476
Less current maturities..................................... (30,462) (8,258)
---------- --------
Total................................................ $1,941,398 $618,218
========== ========

The NRG Energy Center, Inc. notes are secured principally by long-term
assets of the Minneapolis Energy Center (MEC). In accordance with the terms of
the note agreement, MEC is required to maintain compliance with certain
financial covenants primarily related to incurring debt, disposing of MEC
assets, and affiliate transactions. MEC was in compliance with these covenants
at December 31, 1999.

The note payable to NSP relates to long-term debt assumed by the Company in
connection with the transfer of ownership of a Refuse Derived Fuel processing
plant by NSP to the Company in 1993.

The NRG Energy $125 million, $250 million, $300 million and $240 million
senior notes are unsecured and are used to support equity requirements for
projects acquired and in development. The interest is paid semi-annually and the
ten-year senior notes mature in February 2006, June 2007, and 2009. The fourteen
year notes mature in November 2013.

The $240 million of NRG Energy Senior notes due November 1, 2013 are
remarketable or redeemable Security (ROARS). November 1, 2003 is the first
remarketing date for these notes. Interest is payable semi-annually beginning
May 1, 2000 through November 1, 2003, and then at intervals and interest rates
as discussed in the indenture. On the remarketing date, the notes will either be
mandatorily tendered to and purchased by Credit Suisse Financial Products or
mandatorily redeemed by the Company at prices discussed in the indenture. The
notes are unsecured debt that rank senior to all of the Company's existing and
future subordinated indebtedness.

F-15
109

The NRG San Diego, Inc. promissory note is secured principally by long-term
assets of the San Diego Power & Cooling Company.

The various NEO notes are term loans. The loans are secured principally by
long-term assets of NEO Landfill Gas collection system. NEO Landfill Gas is
required to maintain compliance with certain covenants primarily related to
incurring debt, disposing of the NEO Landfill Gas assets, and affiliate
transactions.

The Camas Power Boiler LP notes are secured principally by long-term
assets. In accordance with the terms of the note agreements, Camas Power Boiler
LP is required to maintain compliance with certain financial covenants primarily
related to incurring debt, disposing of assets, and affiliate transactions.
Camas Power Boiler was in compliance with these covenants at December 31, 1999.

The Crockett Corporation term loan is secured by primarily the long-term
assets of the Crockett Cogeneration project.

The O'Brien Cogen II promissory note is payable on the earlier of the first
anniversary of the effective date (August 31, 1999) or upon the sale of the
assets at the O'Brien Cogen II facility. Full payment of the note is guaranteed
by the Company.

Annual maturities of long-term debt for the years ending after December 31,
1999 are as follows:

(THOUSANDS OF DOLLARS)
----------------------

2000...................................................... $ 30,462
2001...................................................... 23,637
2002...................................................... 26,104
2003...................................................... 27,610
2004...................................................... 31,594
Thereafter................................................ 1,832,453
----------
Total................................................ $1,971,860
==========

The Company has $550 million in revolving credit facilities under a
commitment fee arrangement. These facilities provide short-term financing in the
form of bank loans and letters of credit. At December 31, 1999, the Company has
$340 million outstanding under its revolving credit agreements.

The Company had $116 million and $33.6 million in outstanding letters of
credit as of December 31, 1999 and 1998, respectively.

In December 1999, the Company filed a shelf registration with20549. Please call the SEC to
issue up to $500 million of unsecured debt securities. The Company expects to
issue debt under this shelf during 2000at 1-800-SEC-0330 for general corporate purposes, which
may include financing, development and construction of new facilities, additions
to working capital and financing capital expenditures and pending or potential
acquisitions.

On February 22, 2000, NRG Northeast Generating issued $750 million of
senior secured bonds to refinance short-term project borrowings and for certain
other purposes. The bond offering included three tranches: $320 million with an
interest rate of 8.065 percent due in 2004, $130 million with an interest rate
of 8.842 percent due in 2015 and $300 million with an interest rate of 9.292
percent due in 2024. The Company used $647 million of the proceeds to repay
short-term borrowings outstanding at December 31, 1999; accordingly, $646.6
million of short term debt has been re-classified as long-term debt, basedfurther information on
this refinancing.

In March 2000, the Company issued $250 million of 8.70 percent 20-year
remarketable or redeemable securities through an unconsolidated grantor trust.
The funds were subsequently converted to 160 million pound sterling and will be
used to finance the Company's investment in the Killingholme Power Station in
England.

In March 2000, NRG South Central Generating LLC, a subsidiary of the
Company, issued $800 million of senior secured bonds in a two-part offering. The
first tranche was for $500 million with a coupon of 8.962 percent and a maturity
of 2016. The second tranche was for $300 million with a coupon

F-16
110

of 9.479 percent and a maturity of 2024. The proceeds will be used to finance
the Company's investment in the Cajun generating facilities.

GUARANTEES

The Company may be directly liable for the obligations of certain of its
project affiliates and other subsidiaries pursuant to guarantees relating to
certain of their indebtedness, equity and operating obligations. One example is
the Company's guarantee of the obligations of its project subsidiary that
operates the Gladstone facility for up to AU$25 million, indexed to the
Australian consumer price index, under the project subsidiary's operating and
maintenance agreement with the owners of the facility. In addition, in
connection with the purchase and sale of fuel, emission credits and power
generation products to and from third parties with respect to the operation of some of the Company's generation facilities in the United States, the Company
mayPublic Reference Room. Our SEC filings will also be requiredavailable to guarantee a portion of the obligations of certain of its
subsidiaries. As of December 31, 1999, the Company's obligations pursuant to its
guarantees of the performance, equity and indebtedness obligations of its
subsidiaries totaled approximately $416.4 million.

NOTE 9 -- INCOME TAXES

The Company and its parent, NSP, have entered into a federal and state
income tax sharing agreement relative to the filing of consolidated federal and
state income tax returns. The agreement provides, among other things, that (1)
if the Company, along with its subsidiaries, is in a taxable income position,
the Company will be currently charged with an amount equivalent to its federal
and state income tax computed as if the group had actually filed separate
federal and state returns, and (2) if the Company, along with its subsidiaries,
is in a tax loss position, the Company will be currently reimbursed to the
extent its combined losses are utilized in a consolidated return, and (3) if the
Company, along with its subsidiaries, generates tax credits, the Company will be
currently reimbursed to the extent its tax credits are utilized in a
consolidated return. The provision for income taxes consists of the following:

1999 1998 1997
---- ---- ----
(THOUSANDS OF DOLLARS)

Current
Federal................................................ $ 3,620 $(10,773) $ (8,516)
State.................................................. 1,041 (3,940) (1,274)
Foreign................................................ 4,040 2,358 236
-------- -------- --------
8,701 (12,355) (9,554)
Deferred
Foreign................................................ (7,668) (7,736) (2,703)
Federal................................................ (2,792) 8,828 (958)
State.................................................. (3,901) 1,541 (439)
-------- -------- --------
(14,361) 2,633 (4,100)
Tax credits recognized................................... (20,421) (15,932) (9,837)
-------- -------- --------
Total income tax (benefit).......................... $(26,081) $(25,654) $(23,491)
======== ======== ========
Effective tax rate....................................... (84)% (160)% (1,557)%

F-17
111

The components of the net deferred income tax liability at December 31
were:

1999 1998
---- ----
(THOUSANDS OF
DOLLARS)

Deferred tax liabilities
Differences between book and tax basis of property........ $37,713 $29,712
Investments in projects................................... 17,308 14,911
Goodwill.................................................. 1,117 978
Other..................................................... 5,544 6,212
------- -------
Total deferred tax liabilities............................ 61,682 51,813
Deferred tax assets
Deferred revenue.......................................... 841 1,402
Deferred compensation, accrued vacation and other
reserves............................................... 10,996 6,514
Development costs......................................... 6,768 9,241
Deferred investment tax credits........................... 450 661
Steam capacity rights..................................... 844 910
Foreign tax benefit....................................... 20,919 12,425
Other..................................................... 3,924 819
------- -------
Total deferred tax assets................................. 44,742 31,972
------- -------
Net deferred tax liability................................ $16,940 $19,841
======= =======

The effective income tax rate for the years 1999, 1998 and 1997 differs
from the statutory federal income tax rate of 35% primarily due to state tax,
foreign tax, and tax credits as shown above, income and expenses from foreign
operations not subject to U.S. taxes (as discussed below).

The Company intends to reinvest the earnings of foreign operations except
to the extent the earnings are subject to current U.S. income taxes.
Accordingly, U.S. income taxes and foreign withholding taxes have not been
provided on a cumulative amount of unremitted earnings of foreign subsidiaries
of approximately $195 million and $158 million at December 31, 1999 and 1998.
The additional U.S. income tax and foreign withholding taxyou on the unremitted
foreign earnings, if repatriated, would be offset in whole or in part by foreign
tax credits. Thus, it is not practicable to estimate the amount of tax that
might be payable.

NOTE 10 -- BENEFIT PLANS AND OTHER POSTRETIREMENT BENEFITS

PENSION BENEFITSSEC's website. The Company participates in NSP's noncontributory, defined benefit pension
plan that covers substantially all employees, other then those employed as a
result of the NE Generating asset acquisitions. Benefits are based on a
combination of years of service, the employee's highest average pay for 48
consecutive months, and Social Security benefits. Plan assets principally
consist of the common stock of

F-18
112

public companies, corporate bonds and U.S. government securities. The Company's
net annual periodic pension cost includes the following components:

COMPONENTS OF NET PERIODIC BENEFIT COST

1999 1998 1997
---- ---- ----
(THOUSANDS OF DOLLARS)

Service cost benefits earned................................ $ 1,602 $ 1,303 $ 1,127
Interest cost on benefit obligation......................... 1,739 1,417 1,187
Expected return on plan assets.............................. (2,866) (2,226) (1,029)
Amortization of prior service cost.......................... 393 172 5
Recognized actuarial (gain) loss............................ (2,053) (1,878) (3)
------- ------- -------
Net periodic (benefit) cost............................... $(1,185) $(1,212) $ 1,287
======= ======= =======

The Company discontinued funding its pension costs in 1998 due to the
effects of funding limitations from employee benefit and tax laws on NSP's plan.
Plan assets consist principally of common stock of public companies, corporate
bonds and U.S. government securities. The funded status of the pension plan in
which the Company employees participate is as follows at December 31:

RECONCILIATION OF FUNDED STATUS

1999 1998
-------------------------- -------------------------
NSP PLAN NRG PORTION NSP PLAN NRG PORTION
-------- ----------- -------- -----------
(THOUSANDS OF DOLLARS)

Benefit obligation at Jan. 1................. $ 1,143,464 $ 20,112 $1,048,251 $17,410
Service cost................................. 36,421 1,602 31,643 1,303
Interest cost................................ 86,429 1,739 78,839 1,417
Plan amendments.............................. 184,255 2,214 102,315 3,045
Actuarial gain............................... (105,634) (178) (41,635) (2,278)
Benefit payments............................. (97,086) (1,200) (75,949) (785)
----------- -------- ---------- -------
Benefit obligation at Dec. 31.............. $ 1,247,849 $ 24,289 $1,143,464 $20,112
=========== ======== ========== =======
Fair value of plan assets at Jan. 1.......... $ 2,221,819 39,079 $1,978,538 $18,795
Actual return on plan assets................. 293,904 9,199 319,230 21,069
Benefit payments............................. (97,086) (1,200) (75,949) (785)
----------- -------- ---------- -------
Fair value of plan assets at Dec. 31....... $ 2,418,637 $ 47,078 $2,221,819 $39,079
=========== ======== ========== =======
Funded status at Dec. 31 -- excess of assets
over obligation............................ $ 1,170,788 $ 22,789 $1,078,355 $18,967
Unrecognized transition (asset) obligation... (311) -- (387) --
Unrecognized prior service cost.............. 277,350 4,775 114,305 2,954
Unrecognized net gain........................ (1,381,889) (26,944) (1,167,340) (22,486)
----------- -------- ---------- -------
Accrued (prepaid) benefit obligation at Dec.
31......................................... $ 65,938 $ 620 $ 24,933 $ (565)
=========== ======== ========== =======

AMOUNT RECOGNIZED IN THE BALANCE SHEET

1999 1998
----------------------- -----------------------
NSP PLAN NRG PORTION NSP PLAN NRG PORTION
-------- ----------- -------- -----------
(THOUSANDS OF DOLLARS)

Prepaid benefit cost............................. $65,938 $ 868 $24,933 $ --
Accrued benefit liability........................ -- (248) -- (565)
------- ----- ------- -----
Net amount recognized -- asset
(liability)............................... $65,938 $ 620 $24,933 $(565)
======= ===== ======= =====

F-19
113

The weighted average discount rate used in determining the actuarial
present value of the projected benefit obligation was 7.5% for December 31, 1999
and 6.5% for December 31, 1998. The rate of increase in future compensation
levels used in determining the actuarial present value of the projected
obligation was 4.5% in 1999 and 4.5% in 1998. The assumed long-term rate of
return on assets used for cost determinations was 8.5% for 1999 and 1998 and
9.0% for 1997.

Effective Jan. 1, 1998, NSP changed its method of accounting for subsidiary
pension costs under SFAS No. 87. The new method, which now allocates plan assets
based on subsidiary benefit obligations, was adopted to better match earnings on
total plan assets with the corresponding subsidiary benefit obligations. The
effectaddress of this change decreased periodic pension costs by $2.9 million in 1998
from 1997 levels, including $1.3 million related to periods prior to the change.
The effectssite ishttp://www.sec.gov.

Table of this change have not been reported separately on the income
statementContents
NRG Energy, Inc.
12,671,977 Shares of Common Stock

PRELIMINARY PROSPECTUS
October , 2013

Table of Contents

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. Other Expenses of Issuance and prior periods have not been restated due to immateriality.

NRG EQUITY PLAN

Employees are eligible to participate in the Company's Equity Plan (the
Plan). The Plan grants phantom equity units to employees based upon performance
and job grade. The Company's equity units are valued based upon the Company's
growth and financial performance. The primary financial measures used in
determining the equity units' value are revenue growth, return on investment and
cash flow from operations. The units are awarded to employees annually at the
respective year's calculated share price (grant price). The Plan provides
employees with a cash pay out for the unit's appreciation in value over the
vesting period. The Plan has a seven year vesting schedule with actual payments
beginning after the end of the third year and continuing at 20% each year for
the subsequent five years. During 1999 and 1998, the Company recorded
approximately $13 million and $2.6 million, respectively for the Plan.

The Plan includes a change of control provision, which allow all shares to
vest if the ownership of the Company were to change.

POSTRETIREMENT HEALTH CARE

The Company participates in NSP's contributory health and welfare benefit
plan that provides health care and death benefits to substantially all employees
after their retirement. The plan, was terminated for nonbargaining employees
retiring after 1998 and for bargaining employees retiring after 1999. is
intended to provide for sharing of costs of retiree health care between the
Company and retirees. For covered retirees, the plan enables the Company to
share the cost of retiree health costs. Nonbargaining retirees pay 40 percent of
total health care costs. Cost-sharing for bargaining employees is governed by
the terms of the collective bargaining agreement.

Postretirement health care benefits for the Company are determined and
recorded under the provisions of SFAS No. 106, "Employers' Accounting for
Postretirement Benefits Other Than Pensions." SFAS No. 106 requires the
actuarially determined obligation for postretirement health care and death
benefits to be fully accrued by the date employees attain full eligibility for
such benefits, which is generally when they reach retirement age.

F-20
114

The Company's net annual periodic benefit cost under SFAS No. 106 includes
the following components:

COMPONENTS OF NET PERIODIC BENEFIT COST

1999 1998 1997
---- ---- ----
(THOUSANDS OF DOLLARS)

Service cost benefits earned................................ $ 9 $165 $223
Interest cost on benefit obligation......................... 24 145 246
Amortization of transition asset............................ -- 17 70
Amortization of prior service cost.......................... (104) (40) --
Recognized actuarial (gain) loss............................ (34) 2 --
----- ---- ----
Net periodic (benefit) cost............................ $(105) $289 $539
===== ==== ====

Plan assets as of December 31, 1999 consisted of investments in equity
mutual funds and cash equivalents. The Company's funding policy is to contribute
to NSP benefits actually paid under the plan.Distribution.
The following table sets forth the funded status ofcosts and expenses, other than the health care plan in
which the Company employees participate at December 31:

RECONCILIATION OF FUNDED STATUS

1999 1998
------------------------ ------------------------
NSP PLAN NRG PORTION NSP PLAN NRG PORTION
-------- ----------- -------- -----------
(THOUSANDS OF DOLLARS)

Benefit obligation at Jan. 1................... $ 219,762 $ 1,517 $ 279,230 $ 3,893
Service cost................................... 196 9 3,247 165
Interest cost.................................. 9,184 24 15,896 145
Plan amendments................................ (80,840) (770) (51,456) (1,872)
Actuarial gain loss............................ 8,269 (359) (9,732) (814)
Benefit payments............................... (16,637) -- (17,423) --
--------- ------- --------- -------
Benefit obligation at Dec. 31............. $ 139,934 $ 421 $ 219,762 $ 1,517
========= ======= ========= =======
Fair Value of plan assets at Jan. 1............ $ 34,514 $ -- $ 19,783 $ --
Actual return on plan assets................... 3,982 -- 2,471 --
Employer contributions......................... 13,339 -- 29,683 --
Benefit payments............................... (16,637) -- (17,423) --
--------- ------- --------- -------
Fair value of plan assets at Dec. 31...... $ 35,198 $ -- $ 34,514 $ --
========= ======= ========= =======
Funded status at Dec. 31 -- unfunded
obligation................................... $(104,736) $ (421) $ 185,248 $ 1,517
Unrecognized transition obligation............. 22,073 -- (104,482) --
Unrecognized prior service cost................ (2,926) (1,452) 2,399 786
Unrecognized net gain (loss)................... 10,580 (562) (3,790) 237
--------- ------- --------- -------
Accrued (liability) benefit recorded at Dec.
31........................................... $ (75,009) $(2,435) $ 79,375 $ 2,540
========= ======= ========= =======

The assumed health care cost trend rates used in measuring the accumulated
projected benefit obligation (APBO) at both December 31, 1999underwriting discounts and 1998, were
8.1% for those under age 65, and 6.1 % for those over age 65. The assumed cost
trends are expected to decrease each year until they reach 5.0% for both age
groups in the year 2004, after which they are assumed to remain constant. A one
percent increase in the assumed health care cost trend rate would increase the
APBO by approximately $36 thousand as of December 31, 1999. Service and interest
cost components of the net periodic postretirement cost would increase by
approximately $2 thousand with a similar one percent increase in the assumed
health care cost trend rate. The assumed discount rate used in determining the
APBO was 6.5% for both December 31,

F-21
115

1999 and 1998, compounded annually. The assumed long-term rate of return on
assets used for cost determinations under SFAS No. 106 was 8% for 1999, 1998 and
1997

PENSION BENEFITS -- 1999 ACQUISITIONS

During 1999, the Company acquired several generating assets and assumed
benefit obligations for a number of employees associated with those
acquisitions. The plans assumed included noncontributory defined benefit pension
formulas, matched 401(k) savings plans, and contributory post-retirement welfare
plans. Approximately, 56 percent of the Company's benefit employees are
represented by eight local labor unions under collective bargaining agreements,
which expire between 2000 and 2003.

The Company sponsors one noncontributory, defined benefit pension plan that
covers most of the employees associated with the 1999 acquisitions. Generally,
the benefits are based on a combination of years of service, the final average
pay and Social Security benefits.

COMPONENTS OF NET PERIODIC BENEFIT COST

1999
----
(THOUSANDS OF DOLLARS)

Service cost benefits earned................................ $ 968
Interest cost on benefit obligation......................... 1,115
Expected return on plan assets.............................. (1,193)
-------
Net periodic (benefit) cost............................ $ 890
=======

RECONCILIATION OF FUNDED STATUS

1999
----
(THOUSANDS OF DOLLARS)

Benefit obligation at beginning of period................... $ 24,954
Additional Acquisitions during the Year..................... 27,330
Service cost................................................ 968
Interest cost............................................... 1,115
Plan amendments............................................. --
Actuarial gain.............................................. (1,098)
Benefit payments............................................ (403)
--------
Benefit obligation at Dec. 31.......................... $ 52,866
========
Fair value of plan assets at beginning of period............ $ 24,905
Additional assets transferred............................... 10,070
Actual return on plan assets................................ 3,091
Benefit payments............................................ (403)
--------
Fair value of plan assets at Dec. 31................... $ 37,663
========
Funded status at Dec. 31 -- excess of assets over
obligation................................................ $(15,203)
Unrecognized transition (asset) obligation.................. --
Unrecognized prior service cost............................. --
Unrecognized net gain....................................... (2,996)
--------
(Accrued) Prepaid benefit obligation at Dec. 31............. $(18,199)
========

F-22
116

AMOUNT RECOGNIZED IN THE BALANCE SHEET

1999
----------------------
(THOUSANDS OF DOLLARS)

Prepaid benefit cost....................................... --
Accrued benefit liability.................................. $(18,199)
--------
Net amount recognized -- (liability)..................... $(18,199)
========

The weighted average discount rate used in determining the actuarial
present value of the projected benefit obligation was 7.5% for December 31,
1999. The rate of increase in future compensation levels used in determining the
actuarial present value of the projected obligation was 4.5% for nonunion
employees and 3.50% for union employees. The assumed long-term rate of return on
assets used for cost determinations was 8.5% for 1999.

POSTRETIREMENT HEALTH CARE

The Company has also assumed post retirement health care benefits for some
of the Company's employees associated with the 1999 acquisitions. The plan
enables the Company and the retirees to share the costs of retiree health care.
The cost sharing varies by acquisition group and collective bargaining
agreements. There are no existing Company retirees under these plans as of
December 31, 1999. Complete valuation data is not available for some of these
groups. The estimated net periodic postretirement benefit cost for 1999 is $0.85
million. The estimated accumulated post-retirement benefit obligation is $12
million at December 31,1999.

401(K) PLANS

The Company also assumed several contributory, defined contribution
employee savings plans as a result of its 1999 acquisition activity. These plans
comply with Section 401(k) of the Internal Revenue Code and cover substantially
all of the Company's employees who are not covered by NSP's 401(k) Plan. The
Company matches specified amounts of employee contributions to the plan.
Employer contributions made to the Company's plans were approximately $0.31
million in 1999.

NOTE 11 -- SALES TO SIGNIFICANT CUSTOMERS

During 1999, the Company's electric power generation operations located in
the northeastern part of the United States, NRG Northeastern Generating LLC,
accounted for approximately 60% of the Company's total revenues from wholly
owned operations. Sales to three customers accounted for 10.5%, 21.0% and 19.7%
of total revenues from wholly owned operations in 1999. During 1999, the Company
entered into transition agreements with these customers providing for the sale
of energy and other ancillary services generated from certain electric
generating facilities recently acquired from these customers and others. These
agreements generally range from four to ten years in duration.

The Company and the Ramsey/Washington Resource Recovery Project have a
service agreement for waste disposal, which expires in 2006. Approximately 26.5%
in 1998 of the Company's operating revenues were recognized under this contract.
In addition, sales to one thermal customer amounted to 10.3% of operating
revenues in 1998.

F-23
117

NOTE 12 -- FINANCIAL INSTRUMENTS

The estimated December 31 fair values of the Company's recorded financial
instruments are as follows:

1999 1998
----------------------- -------------------
CARRYING FAIR CARRYING FAIR
AMOUNT VALUE AMOUNT VALUE
-------- ----- -------- -----
(THOUSANDS OF DOLLARS)

Cash and cash equivalents.......................... $ 31,483 $ 31,483 $ 6,381 $ 6,381
Restricted cash.................................... 17,441 17,441 4,021 4,021
Notes receivable, including current portion........ 71,568 71,568 136,291 136,291
Long-term debt, including current portion.......... 1,971,860 1,931,969 502,476 519,418

For cash, cash equivalents and restricted cash, the carrying amount
approximates fair value because of the short-term maturity of those instruments.
The fair value of notes receivable is based on expected future cash flows
discounted at market interest rates. The fair value of long-term debt is
estimated based on the quoted market prices for the same or similar issues.

DERIVATIVE FINANCIAL INSTRUMENTS

As of December 31, 1999, the Company had no contracts to hedge or protect
foreign currency denominated future cash flows. One contract that was executed
during 1999 had no material effect on earnings.

During the third quarter of 1999, NRG Northeast, a wholly owned subsidiary
of the Company entered into $600 million of "treasury locks," at various
interest rates, which expired in February 2000. These treasury locks were an
interest rate hedge for an NRG Northeast bond offering that was completed on
February 22, 2000. The proceeds of this bond offering were used to pay down
borrowings under a NRG Northeast's existing short-term credit facility.

As of December 31, 1999, the Company had three interest rate swap
agreements with notional amounts totaling approximately $393 million. The
contracts are used to manage the Company's exposure to changes in interest
rates. If the swaps had been discontinued on December 31, 1999, the Company
would have owed the counterparties approximately $3 million. Management believes
that the Company's exposure to credit risk due to nonperformancecommissions, payable by the counterparties to its hedging contracts is insignificant, based on the
investment grade rating of the counterparties.

- In September 1999, the Company entered into a $200 million swap agreement
effectively converting the 7.5 percent fixed rate on its senior notes to
a variable rate based on the London Interbank Offered Rate. The swap
expires on June 1, 2009.

- A second swap effectively converts a $16 million issue of variable rate
debt into a fixed rate debt. The swap expires on September 30, 2002.

- A third swap converts $177 million of variable rate debt into fixed rate
debt. The swap expires on December 17, 2014.

The Company's Power Marketing subsidiary uses energy forward contracts
along with physical supply, to hedge market risk in the energy market. At
December 31, 1999, the notional amount of energy forward contracts was
approximately $207 million.

If the contracts had been terminated at December 31, 1999, the Company
would have received approximately $12.0 million based on price fluctuations to
date. Management believes the risk of counterparty nonperformance with regard to
any of the Company's hedging transactions is not significant.

F-24
118

NOTE 13 -- COMMITMENTS AND CONTINGENCIES

OPERATING LEASE COMMITMENTS

The Company leases certain of its facilities and equipment under operating
leases, some of which include escalation clauses, expiring on various dates
through 2010. Rental expense under these operating leases was $5.4 million in
1999 and $1.7 million in 1998. Future minimum lease commitments under these
leases for the years ending after December 31, 1999 are as follows:

(THOUSANDS OF
DOLLARS)
-------------

2000........................................................ $ 5,518
2001........................................................ 5,223
2002........................................................ 4,614
2003........................................................ 4,161
2004........................................................ 4,094
Thereafter.................................................. 35,293
-------
Total..................................................... $58,903
=======

The Company expects to invest approximately $2.7 billion in 2000 and
approximately $4.7 billion for the five-year period 2000 - 2004 for nonregulated
projects and property, which include acquisitions and projects investments. The
Company's capital requirements for 2000 reflect expected acquisitions of
existing generation facilities, including Cajun, Killingholme A and the Conectiv
fossil assets.

CAPITAL COMMITMENTS -- INTERNATIONAL

In November 1999, the Company agreed to purchase the 665 MW Killingholme A
station from National Power plc. Killingholme A was commissioned in 1994 and is
a combined-cycle, gas-turbine power station located in England. The purchase
price for the station will be approximately 410 million pounds sterling
(approximately $662 million U.S. at end of year exchange rates), subject to
commercial adjustments. The purchase price includes 20 million pounds sterling
(approximately $32 million U.S. at end of year exchange rates) that is
contingent upon the successful completion of negotiations regarding NRG's
purchase of National Power's Blyth generating facilities. The Blyth assets
consist of two coal-fired stations totaling 1,140 MW of generation capacity
located in England.

CAPITAL COMMITMENTS -- DOMESTIC

The Company, together with its partner and the creditors's committee filed
a plan with the United States Bankruptcy Court for the Middle District of
Louisiana to acquire 1,708 MW of fossil generating assets from Cajun Electric
Power Cooperative of Baton Rouge, Louisiana (Cajun) for approximately $1.0
billion The consortium has the support of the Chapter 11 trustee and Cajun's
secured creditors. During the third quarter of 1999, the U.S. Bankruptcy Judge
confirmed the creditors plan of reorganization and the Company exercised an
option to purchase its partner's 50 percent interest in the project. The Company
expects to close the acquisition of the Cajun assets during the first quarter of
2000.

In January 2000, the Company agreed to purchase 1,875 MW of fossil-fueled
electric generating capacity and other assets from Conectiv of Wilmington,
Delaware for $800 million. The fossil-fueled generating facilities consist of
Conectiv's wholly owned BL England, Deepwater, Indian River and Vienna steam
stations plus Conectiv's interest in the Conemaugh and Keystone steam stations.
Other assets in the purchase are the 241-acre Dorchester site located in
Dorchester County, Maryland, certain Merrill Creek Reservoir entitlements in
Harmony Township, New Jersey and certain excess emission allowances.

In January 2000, the Company executed a memorandum of understanding with GE
Power Systems, a division of General Electric Company, to purchase 11 gas
turbine generators and five steam turbine generators. The purchase will take
place over the next five years and is valued at approximately $500 million with
an option to purchase additional units. The 16 turbines have an equivalent
generation output of 3,000 MW and will be installed at the Company's existing
North American plant sites.

F-25
119

The Company has contractually agreed to the monetization of certain tax
credits generated from landfill gas sales through the year 2007.

Future capital commitments related to projects are as follows:

(MILLIONS OF
DOLLARS)
------------

2000........................................................ $2,700
2001........................................................ 500
2002........................................................ 500
2003........................................................ 500
2004........................................................ 500
------
Total..................................................... $4,700
======

SOURCE OF CAPITAL

The Company anticipates funding its ongoing capital commitments through the
issuance of debt, additional equity from NSP, and operating cash flows. In
addition, the Company may issue a limited amount of equity financing to third
parties for funding a portion of the capital requirements.

CONTINGENT REVENUES

During 1999, the first year of deregulation in the state of New York power
industry, the Company has claims related to certain revenues earned during the
period April 27, 1999 to December 31, 1999. The Company is actively pursuing
resolution and/or collection of these amounts, which totaled approximately $8.9
million as of December 31, 1999. These amounts have not been recorded in the
financial statements and will not be recognized as income until disputes are
resolved and collection is assured. The contingent revenues relate to
interpretation of certain transition power sales agreements and to sales to the
NYPP and NEPOOL, conflicting meter readings, pricing of firm sales and other
power pool reporting issues.

CONTRACTUAL COMMITMENTS

Arthur Kill Power and Astoria Power have entered into agreements with ConEd
that obligate them to maintain the electric generating capability and
availability of their respective facilities at specified levels for the terms of
these agreements, and whereby during certain periods, ConEd will purchase
specified amounts of capacity, as long as the capacity is counted in the
installed capacity requirement for New York City. The capacity must satisfy all
criteria, standards and requirements applicable to providers of installed
capacity established by the New York State Reliability Counsel ("NYSRC"), the
Northwest Power Coordinating Council ("NPCC"), the North American Electric
Reliability Council ("NERC"), the New York Power Pool (NYPP) or the NYISO.
Should the capacity of the facility drop below the minimum level required, the
subsidiary owning the facility will pay to ConEd a deficiency charge. The
sellers may use electric capacity other than that generated by their own plants
to satisfy ConEd's demands.

The respective subsidiary will bill ConEd for the electricity capacity sold
and ConEd will bill that subsidiary for any capacity deficiency payments on a
monthly basis. Any amount unpaid after it is due will accrue interest. Any
dispute on the amount payable will first be settled by good faith negotiation
among the parties.

For the next four years, the Company estimates that a significant portion
of the total revenues from the Dunkirk and Huntley facilities will be derived
from four-year transition contracts for capacity and energy. All forward
capacity is sold to NIMO during the transition period, with the remainder of
energy sold to the NYISO. Each of the following agreements was executed on June
11, 1999 and extends for a term of four years.

To hedge its transition to market rates, NIMO has required NRG Power
Marketing to enter into an International Swap Dealers Association (ISDA) Master
Agreement (together with the Schedule, the Confirmation and the Guarantee
Agreement, the "Swap Agreement"). Under the Swap Agreement, NIMO will pay to NRG
Power Marketing a fixed monthly price for the Dunkirk (units 1, 2, 3 and 4) and
Huntley (units 67 and 68 only) facilities' capacity and ancillary services and
NRG Power Marketing will

F-26
120

pay to NIMO the market rates for the related capacity and ancillary services.
The swap is only a financial contract and it incorporates the terms of the ISDA
Master Agreement.

NIMO will have the right from time to time to exercise a call option for an
additional swap pursuant to which, within a certain limit consistent with
outages and availability requirements, NIMO will nominate certain amounts of
energy from the Dunkirk and Huntley facilities and will pay to NRG Power
Marketing an amount for such energy determined in accordance with the heat rate
curve representing the nominated unit. NRG Power Marketing will pay to NIMO the
market rates for such energy at the time that the energy was nominated. However,
NRG Power Marketing may refuse the call option for either of the facilities if a
facility is unexpectedly forced off-line or derated sufficiently to be unable to
fulfill the portion of the specified quantity of power in the option. Any such
refusal of the call option will be limited to the Decline Quantity Cap, which is
calculated based upon the capacity of the relevant facility for the prior six
months. NIMO will be entitled to make up for any refused call option in the
future by delivering reasonable notice to NRG Power Marketing.

In addition to the Swap Agreement, Huntley Power has entered into an
agreement with NIMO that gives NIMO the option to purchase from the Huntley
facility certain quantities of electricity generated by Huntley units 65 and 66,
during the summer and winter months, up to a specified maximum limit for the
term of this agreement. If Huntley Power is selling the electrical output
generated by units 65 and 66 to a third party, Huntley Power may refuse to
deliver such output to NIMO. Furthermore, if unit 65 or 66 is generating for
NIMO, Huntley Power has the right to "recall" the unit(s) in order to facilitate
a sale to a third party. If Huntley Power fails to meet NIMO's quantity request
for electricity output, it will compensate NIMO. NIMO will pay Huntley Power
according to the amount of electricity output delivered to NIMO, on a monthly
basis. Control and title pass at the point of delivery of the energy and each
party agrees to indemnify the other against any claims arising out of any act or
incident occurring during the period when control and title of the electricity
is vested in the indemnifying party.

Huntley Power has also entered into an agreement with NIMO that gives NIMO
the option to purchase from Huntley Power certain quantities of electricity
generated by Huntley units 67 or 68 (during peak and off-peak summer hours),
within a specified range of MW per hour, not to exceed 189 MW for any one hour
during the peak hours, for the term of the agreement. If Huntley Power fails to
meet NIMO's quantity request for electricity, Huntley Power will compensate NIMO
for quantities not provided. NIMO will pay Huntley Power according to the amount
of power delivered to NIMO, on a monthly basis. Control and title passes at the
point of delivery of the energy and each party shall indemnify the other party
from any claims arising out of any act or incident occurring during the period
when control and title of the electricity is vested in the indemnifying party.

Oswego Power has entered into a four-year transition power sales contract
with NIMO in order to hedge its transition to market rates. Under the agreement,
NIMO will pay to Oswego Power a fixed monthly price plus start up fees for the
right, but not the obligation, to claim, at a specified delivery point or
points, the installed capacity of unit 5 of the Oswego facility, and for the
right to exercise, at a specified price, an option for an additional 350 MW of
installed capacity. The total amount of energy which Oswego Power must supply
under the call option is limited to a nominal amount of energy per year. Oswego
Power may refuse such option if the facility is unexpectedly unavailable or
derated sufficiently to be unable to fulfill the option, as long as Oswego Power
uses "good utility practice" to maintain the power stations. Oswego Power may
also choose to supply the energy required from another source as long as
adjustment is made for any difference in value between the agreed upon delivery
point and the actual point of delivery. In the event that Oswego Power is unable
to provide from its own sources installed capacity of unit 5 in the amount
claimed by NIMO, Oswego Power must procure the capacity from the market and
provide it to NIMO at no additional cost or else suffer a penalty.

NRG Power Marketing has entered into a Wholesale Standard Offer Service
Agreement, dated October 13, 1998 and amended as of January 15, 1999 (the "WSO
Agreement"), with Blackstone Valley Electric Company, Eastern Edison Company,
and Newport Electric Corporation (collectively the "EUA Companies"), which
obligates NRG Power Marketing to provide each of the EUA Companies with firm
all-requirements electric service, including capacity, energy, reserves, losses
and related services necessary
F-27
121

to serve a specified share of the EUA Companies' aggregate load attributable to
retail customers taking standard offer service. NRG Power Marketing assumes all
expenses, liabilities and losses, regulatory or economical, related to such
service. NRG Power Marketing may supply the power to the EUA Companies at any
point on the New England Power Pool transmission facilities system or on the EUA
Companies' system.

The price for each unit of electricity is a combination of a fixed price
plus a fuel adjustment factor. The EUA Companies will calculate the estimated
power supplied each month and pay to NRG Power Marketing the price for such
electricity before the end of the next month. Any amounts unpaid by the due date
will accrue interest. The EUA Companies may make retroactive adjustments to the
bills for up to one year after the date of the original billing. NRG Power
Marketing must meet certain creditworthiness criteria for the term of the
agreement, or must provide a guaranty from an entity which meets the
creditworthiness criteria. The term extends from April 26, 1999, the closing
date of the asset purchase agreement until December 31, 2009. The agreement may
also be terminated in the case of an event of default or if the facility's
electric service requirement is less than 1 MW/hr for two consecutive months.

In 1999, the Company entered into a Standard Offer Service Wholesale Sales
Agreement with CL&P. The Company will supply CL&P with 35 percent of its
standard offer service load during 2000, 40 percent during 2001 and 2002, and 45
percent during 2003. The four year contract is valued at $1.7 billion. The
Company will serve the load with a combination of existing generation and power
purchases.

ENVIRONMENTAL REGULATIONS

Environmental controls at the federal, state, regional and local levels
have a substantial impact on the Company's operations due to the cost of
installation and operation of equipment required for compliance.

AIR

On October 12, 1999, the Company received a letter from the Office of the
Attorney General of the State of New York speculating that based on a
preliminary analysis, it believes that significant modifications were made to
the Huntley and Dunkirk facilities during NIMO's ownership of these facilities
without obtaining Prevention of Significant Deterioration (PSD) and/or New
Source Review (NSR) permits. The letter requested documents related to historic
maintenance, repair, and replacement work at the facilities, as well as other
data related to operations and emissions from these facilities. On January 12,
2000, the Company received a formal request from the New York Department of
Environmental Conservation (NYDEC) seeking essentially the same documents
covered by the Attorney General's letter. The Company understands that the NYDEC
request supercedes the Attorney General's request. Although, the Company does
not have knowledge that NIMO failed to comply with the preconstruction permit
requirements at the Huntley and Dunkirk facilities, the Company has only
recently initiated steps to investigate more fully allegations to the contrary.
If it is determined that these facilities did not comply with the PSD or NSR
permit programs, the Company could be required among other things, to install
pollution control technology to further control the emissions of nitrogen oxide
(NO(X)) and sulfur dioxide (SO(2)) from the Huntley and Dunkirk facilities. By
virtue of conditions imposed under the asset sale agreement between the Company
and NIMO (the Company's rights and obligations under the asset sale agreement
were substantially assigned to Huntley Power LLC and Dunkirk Power LLC), NIMO
remains responsible for "any fines, penalties and assessments imposed by a
governmental entity with respect to violation or alleged violation of
Environmental Law which occurred prior to the Closing Date." Even so, the
Company could become subject to fines and/or penalties associated with the
period of time it has operated the facilities.

On October 14, 1999, Governor Pataki of New York directed the Commissioner
of the NYDEC to require further reductions of SO(2) emissions and NO(X)
emissions from New York power plants, beyond that which is required under
current federal and state law. Under Governor Pataki's directive NO(X) emissions
during the "non-ozone" season would be reduced to levels consistent with those
currently mandated for the

F-28
122

"ozone" season under the Ozone Transport Commission's Memorandum of
Understanding. This additional reduction requirement would be phased in between
January 1, 2003 and January 2, 2007. In addition, Governor Pataki announced that
he is ordering a reduction of S02 emissions by 50% beyond the requirements of
the Federal Acid Rain Program. These reductions would also be phased in between
January 1, 2003 and January 1, 2007. Compliance with these emission reduction
requirements, if they become effective, could have a material impact on the
operation of the Company's facilities located in the State of New York.

On November 3, 1999, in the southern and mid-western regions of the United
States, the United States Department of Justice (DOJ) filed suit against seven
electric utilities for alleged violations of the Federal Clean Air Act (the
Clean Air Act) NSR and PSD permit requirements at seventeen utility generating
stations located in the southern and mid-western regions of the United States.
In addition, the United States Environmental Protection Agency (U.S. EPA) issued
administrative notices of violation alleging similar violations at eight other
power plants owned by certain of the electric utilities named as defendants in
the DOJ lawsuit, and also issued an administrative order to the Tennessee Valley
Authority for similar violations at seven of its power plants. The DOJ lawsuit
alleges that the defendants, over a period of twenty years, undertook
modifications at their generating stations that resulted in increased air
emissions without complying with stringent regulatory requirements governing
such modifications. Subsequent to the DOJ lawsuit, New York, Connecticut and New
Jersey have brought their own lawsuits against American Electric Power, an Ohio
based utility holding company, and have sought to intervene in the DOJ lawsuit.
To date, no lawsuits or administrative actions have been brought against the
Company or the former owners of the facilities alleging violations of the NSR or
PSD requirements. However, there is a likelihood that future lawsuits alleging
similar violations may be filed against additional electric utility generating
stations. The Company can provide no assurance that lawsuits or administrative
actions alleging violations of PSD and NSR requirements will not be filed in the
future.

The State of Connecticut has in the past considered legislation that would
require older electrical generating stations to comply with more stringent
pollution standards for NO(X) and SO(2) emissions. During the 1999 legislative
session, the Connecticut House of Representatives voted in favor of such
legislation. The House bill was referred to the Energy Technology Committee
where no action was taken. Similar legislation has been introduced as part of
the 2000 legislative session.

SITE CONTAMINATION/REMEDIATION

With the acquisition of the NRG Northeast assets, the Company assumed
certain liabilities for existing environmental conditions at the sites with the
exception of off-site liabilities associated with the disposal of hazardous
materials and certain other environmental liabilities. The Company has not
assumed responsibility for any contamination resulting from the September 7,
1998 explosion and subsequent fire involving a transformer containing PCBs at
the Arthur Kill Station. The transformer explosion, fire and subsequent oil
spill resulted in the release of PCB's to the environment. Consolidated Edison
Company of New York, Inc. maintains responsibility for the remediation of the
PCB and other contamination associated with this event.

Environmental site assessments have been prepared for all of the recently
acquired NRG Northeast assets. The remediation activities at the Arthur Kill,
Astoria Gas Turbine and Somerset facilities are still in the study phase. As
such, the remediation cost estimates are based on approaches that have not been
approved yet by the regulatory agencies involved. Data from additional
investigations performed at the Astoria Gas Turbines and the approach being
taken at the Somerset Station may result in less costly remediation efforts than
originally estimated.

For the Connecticut facilities, the Company is planning to conduct
additional studies to better quantify remedial need. Such studies include the
preparation of risk assessments to justify remedial actions proposed by the
Company to the Connecticut Department of Environmental Protection and U.S. EPA.

F-29
123

COSTS

The Company has recorded approximately $5.8 million for expected
environmental costs related to site remediation issues at the Arthur Kill,
Astoria facilities and Somerset facilities. These amounts are based on the
environmental assessments for these sites.

The Company has budgeted approximately $44 million for capital expenditures
between 2000 and 2004 for environmental compliance, which includes the above
remedial investigations, the installation of NO(X) control technology at the
Somerset facility, intake screens at the Dunkirk facility, the resolution of
consent orders for remediation at the Arthur Kill and Astoria facilities and the
resolution of a consent order for water intake at the Arthur Kill facility.

CLAIMS AND LITIGATION

On or about July 12, 1999, Fortistar Capital Inc., a Delaware Corporation
(Fortistar), filed a complaint in District Court (Fourth Judicial District,
Hennepin County) in Minnesota against the Company, asserting claims for
injunctive relief and for damages as a result of the Company's alleged breach of
a confidentiality letter agreement with Fortistar relating to the Oswego
facility (Letter Agreement).

The Company disputes Fortistar's allegations and has asserted numerous
counterclaims.

A temporary injunction hearing was held on September 27, 1999. The
acquisition of the Oswego facility was closed on October 22, 1999, following
notification to the Court of Oswego Power's intention to close on that date. On
January 14, 2000, the court denied Fortistar's request for a temporary
injunction. The Company intends to continue to vigorously defend the suit and
believes Fortistar's complaint to be without merit. No trial date has been set.

The Company is involved in various other litigation matters. The Company is
actively defending these matters and does not feel the outcome of such matters
would materially impact the Company's results of operations.

NOTE 14 -- SEGMENT REPORTING

The Company conducts its business within three segments: Independent Power
Generation, Alternative Energy (Resource Recovery and Landfill Gas) and Thermal
projects. These segments are distinct components of the Company with separate
operating results and management structures in place.

F-30
124

The "Other" category includes operations that do not meet the threshold for
separate disclosure and corporate charges that have not been allocated to the
operating segments.

INDEPENDENT
POWER ALTERNATIVE
GENERATION ENERGY THERMAL OTHER TOTAL
----------- ----------- ------- ----- -----
(THOUSANDS OF DOLLARS)

1999
OPERATING REVENUES
Revenues from wholly-owned operations(a).......... $322,943 $ 26,934 $76,277 $ 5,401 $431,555
Intersegment revenues............................. -- 963 -- -- 963
Equity in earnings of unconsolidated
affiliates(b)................................... 69,686 (2,205) 19 -- 67,500
-------- -------- ------- -------- --------
Total operating revenues................... 392,629 25,692 76,296 5,401 500,018
-------- -------- ------- -------- --------
OPERATING COSTS AND EXPENSES
Cost of wholly-owned operations................... 207,081 24,977 42,401 (4,559) 269,900
Depreciation and amortization..................... 17,153 6,126 6,280 7,467 37,026
General, administrative, and development.......... 33,783 7,876 8,869 33,044 83,572
-------- -------- ------- -------- --------
Total operating costs and expenses......... 258,017 38,979 57,550 35,952 390,498
-------- -------- ------- -------- --------
OPERATING INCOME.................................... 134,612 (13,287) 18,746 (30,551) 109,520
-------- -------- ------- -------- --------
OTHER INCOME (EXPENSE)
Minority interest in earnings of consolidated
Subsidiary...................................... (2,322) -- (134) -- (2,456)
Write-off of investment........................... -- -- -- -- --
Gain on sale of interest in projects.............. -- -- -- 10,994 10,994
Other income, net................................. 2,328 (4,281) 10 8,375 6,432
Interest expense.................................. (25,918) 169 (8,152) (59,475) (93,376)
-------- -------- ------- -------- --------
Total other income (expense)............... (25,912) (4,112) (8,276) (40,106) (78,406)
-------- -------- ------- -------- --------
INCOME (LOSS) BEFORE INCOME TAXES................... 108,700 (17,399) 10,470 (70,657) 31,114
INCOME TAX (BENEFIT)................................ 8,812 (27,642) 3,963 (11,214) (26,081)
-------- -------- ------- -------- --------
NET INCOME.......................................... $ 99,888 $ 10,243 $ 6,507 $(59,443) $ 57,195
1998
OPERATING REVENUES
Revenues from wholly-owned operations(a).......... $ 8,185 $ 30,143 $52,699 $ 7,660 $ 98,687
Intersegment revenues............................. -- 1,737 -- -- 1,737
Equity in earnings of unconsolidated
affiliates(b)................................... 81,948 (1,314) 1,215 (143) 81,706
-------- -------- ------- -------- --------
Total operating revenues................... 90,133 30,566 53,914 7,517 182,130
-------- -------- ------- -------- --------
OPERATING COSTS AND EXPENSES
Cost of wholly-owned operations................... 7,097 20,980 24,665 (329) 52,413
Depreciation and amortization..................... 980 5,590 9,258 492 16,320
General, administrative, and development.......... (7,099) 7,776 3,298 52,410 56,385
-------- -------- ------- -------- --------
Total operating costs and expenses......... 978 34,346 37,221 52,573 125,118
-------- -------- ------- -------- --------
OPERATING INCOME.................................... 89,155 (3,780) 16,693 (45,056) 57,012
-------- -------- ------- -------- --------
OTHER INCOME (EXPENSE)
Minority interest in earnings of consolidated
Subsidiary........................................ (2,251) -- -- -- (2,251)
Write-off of investment........................... (26,740) -- -- -- (26,740)
Gain on sale of interest in projects.............. 29,950 -- -- -- 29,950
Other income, net................................. 2,482 2,683 118 3,137 8,420
Interest expense.................................. (586) (1,921) (7,359) (40,447) (50,313)
-------- -------- ------- -------- --------
Total other income (expense)............... 2,855 762 (7,241) (37,310) (40,934)
-------- -------- ------- -------- --------
INCOME (LOSS) BEFORE INCOME TAXES................... 92,010 (3,018) 9,452 (82,366) 16,078
INCOME TAX (BENEFIT)................................ 18,605 (16,445) 2,852 (30,666) (25,654)
-------- -------- ------- -------- --------
NET INCOME.......................................... $ 73,405 $ 13,427 $ 6,600 $(51,700) $ 41,732

F-31
125

INDEPENDENT
POWER ALTERNATIVE
GENERATION ENERGY THERMAL OTHER TOTAL
----------- ----------- ------- ----- -----
(THOUSANDS OF DOLLARS)

1997
OPERATING REVENUES
Revenues from wholly-owned operations(a).......... $ 5,339 $ 27,257 $48,604 $ 9,926 $ 91,126
Intersegment revenues............................. -- 926 -- -- 926
Equity in earnings of unconsolidated
affiliates(b)................................... 26,206 (192) 186 -- 26,200
-------- -------- ------- -------- --------
Total operating revenues................... 31,545 27,991 48,790 9,926 118,252
-------- -------- ------- -------- --------
OPERATING COSTS AND EXPENSES
Cost of wholly-owned operations................... 1,693 17,730 24,902 2,392 46,717
Depreciation and amortization..................... 483 2,842 6,623 362 10,310
General, administrative, and development.......... 8,186 6,111 2,403 26,416 43,116
-------- -------- ------- -------- --------
Total operating costs and expenses......... 10,362 26,683 33,928 29,170 100,143
-------- -------- ------- -------- --------
OPERATING INCOME.................................... 21,183 1,308 14,862 (19,244) 18,109
-------- -------- ------- -------- --------
OTHER INCOME (EXPENSE)
Minority interest in earnings of consolidated
Subsidiary...................................... (131) (131)
Write-off of investment........................... (8,964) (8,964)
Gain on sale of interest in projects.............. 1,559 7,143 8,702
Other income, net................................. 5,888 2,618 (14) 3,272 11,764
Interest expense.................................. (653) (529) (5,958) (23,849) (30,989)
-------- -------- ------- -------- --------
Total other income (expense)............... (2,301) 2,089 (5,972) (13,434) (19,618)
-------- -------- ------- -------- --------
INCOME (LOSS) BEFORE INCOME TAXES................... 18,882 3,397 8,890 (32,678) (1,509)
INCOME TAX (BENEFIT)................................ (6,502) (4,888) 3,165 (15,266) (23,491)
-------- -------- ------- -------- --------
NET INCOME.......................................... $ 25,384 $ 8,285 $ 5,725 $(17,412) $ 21,982

- ---------------
(a) Revenues from wholly-owned operations are from external customers located in
the United States.

(b) The Company has significant equity investments for non-regulated projects
outside of the United States. Equity earnings of unconsolidated affiliates,
primarily independent power projects, includes $33.5 million in 1999, $29.3
million in 1998 and $27.1 million in 1997 from non-regulated projects
located outside of the United States. The Company's equity investments in
projects outside of the United States were $602.4 million in 1999, $591
million in 1998 and $517 million in 1997.

F-32
126

NRG ENERGY, INC.

INTRODUCTION TO PRO FORMA FINANCIAL STATEMENTS

On March 31, 2000, Louisiana Generating LLC (Louisiana Generating), a
wholly-owned subsidiary of NRG Energy, Inc. (NRG) completed the purchase of
1,708 megawatts (MW) of fossil fuel generating assets from Cajun Electric Power
Cooperative, Inc. (Cajun) for approximately $1.026 billion. The purchase price
was funded through an $800 million bond offering and an equity contribution from
NRG.

The Cajun assets consist of two plants near New Roads, Louisiana, a
two-unit, 220 MW gas-turbine generating station and a three-unit 1,488 MW coal
fired generating station.

Louisiana Generating was formed for the purpose of facilitating the
acquisition of the Cajun facilities and will own, operate and maintain the Cajun
facilities.

The purchase price of $1.026 billion has been preliminarily allocated to
tangible assets, identifiable assets and intangible assets of Louisiana
Generating based on estimates of their respective values and an initial review
of an appraisal recently completed. This appraisal needs to be carefully
evaluated and will most likely be adjusted for other valuations and studies
currently underway. These evaluations and studies will be completed over the
next several months and, as such, final values may differ substantially from
those shown.

The pro forma combined financial statements should be read in conjunction
with NRG's and the Cajun Electric (carve-out) historical financial statements.
The following pro forma income statement presents the combination of NRG and the
Cajun Electric facilities as if the acquisition occurred on January 1, 1999. The
pro forma balance sheet presents the combination of NRG and the Cajun Electric
facilities as if the acquisition occurred on December 31, 1999. The pro forma
information presented is for informational purposes only and is not necessarily
indicative of future earnings or financial position or of what the earnings and
financial position would have been had the acquisition of the Cajun Electric
facilities been consummated at the beginning of the respective periods or as of
the date for which pro forma financial information is presented.

F-33
127

NRG ENERGY, INC.

PRO FORMA BALANCE SHEET
DECEMBER 31, 1999
(THOUSANDS OF DOLLARS)
(UNAUDITED)

CAJUN ELECTRIC PRO FORMA ADJUSTMENTS NRG
NRG (CAJUN ------------------------ ENERGY, INC.
ENERGY, INC. FACILITIES) DEBIT CREDIT PRO FORMA
------------ -------------- ---------- ---------- ------------

ASSETS
CURRENT ASSETS
Cash and cash equivalents...... $ 31,483 $ -- $ -- $ -- $ 31,483
Restricted cash................ 17,441 17,441
Accounts receivable-trade, less
allowance for doubtful
accounts of $186............ 126,376 33,842 160,218
Accounts
receivable-affiliates....... -- --
Taxes receivable............... -- --
Current portion of notes
receivable-affiliates....... 287 287
Current portion of notes
receivable.................. -- --
Inventory...................... 119,181 34,234 153,415
Prepayments and other current
assets...................... 29,202 1,600 30,802
---------- ---------- ---------- ---------- ----------
Total current assets........ 323,970 69,676 -- -- 393,646
---------- ---------- ---------- ---------- ----------
PROPERTY PLANT AND EQUIPMENT, AT
ORIGINAL COST
In service..................... 2,022,724 1,208,832 451,647(A) 3,683,203
Under construction............. 53,448 3,996 57,444
---------- ---------- ---------- ---------- ----------
Total property, plant and
equipment................. 2,076,172 1,212,828 451,647 -- 3,740,647
Less accumulated
depreciation................ (156,849) (632,899) (789,748)
---------- ---------- ---------- ---------- ----------
Net property, plant and
equipment................. 1,919,323 579,929 451,647 -- 2,950,899
---------- ---------- ---------- ---------- ----------
OTHER ASSETS
Investments in projects........ 988,671 988,671
Capitalized project costs...... 2,592 2,592
Notes receivable, less current
portion-affiliates.......... 65,494 65,494
Notes receivable, less current
portion..................... 5,787 5,787
Intangible assets, net of
accumulated amortization of
$4,308...................... 55,586 55,586
Debt issuance costs, net of
accumulated amortization of
$6,640...................... 20,081 20,081
Other assets, net of
accumulated amortization of
$8,909...................... 50,180 4,188 54,368
---------- ---------- ---------- ---------- ----------
Total other assets.......... 1,188,391 4,188 -- -- 1,192,579
---------- ---------- ---------- ---------- ----------
TOTAL ASSETS..................... $3,431,684 $ 653,793 $ 451,647 $ -- $4,537,124
========== ========== ========== ========== ==========

F-34
128

LIABILITIES AND STOCKHOLDERS
EQUITY
CURRENT LIABILITIES
Current portion of project
level long-term debt........ $ 30,462 $ -- $ -- $ -- $ 30,462
Revolving line of credit and
other short term debt....... 340,000 288,000(D) 628,000
Consolidated project level, non
recourse debt............... 35,766 35,766
Accounts payable-trade......... 61,211 4,806 66,017
Accounts payable-affiliate..... 6,404 6,404
Accrued income taxes........... 4,730 4,730
Accrued property and sales
taxes....................... 4,998 150 5,148
Accrued salaries, benefits and
related costs............... 9,648 9,648
Accrued interest............... 13,479 13,479
Other current liabilities...... 17,657 8,966 26,623
---------- ---------- ---------- ---------- ----------
Total current liabilities... 524,355 13,922 -- 288,000 826,277
OTHER LIABILITIES
Minority Interest.............. 14,373 14,373
Consolidated project level,
long-term, non recourse
debt........................ 1,026,398 800,000(B) 1,826,398
Corporate level long-term debt,
less current portion........ 915,000 915,000
Deferred income taxes.......... 16,940 16,940
Deferred investment tax
credits..................... 1,088 1,088
Postretirement and other
benefit obligations......... 24,613 24,613
Other long-term obligations and
deferred income............. 15,263 3,518 18,781
---------- ---------- ---------- ---------- ----------
Total liabilities.............. 2,538,030 17,440 -- 1,088,000 3,643,470
---------- ---------- ---------- ---------- ----------
STOCKHOLDER'S EQUITY
Common stock; $1 par value;
1,000 shares authorized;
1,000 shares issued and
outstanding................. 1 1
Additional paid-in capital..... 781,913 636,353 636,353(C) 781,913
Retained earnings.............. 187,210 187,210
Accumulated other comprehensive
income...................... (75,470) (75,470)
---------- ---------- ---------- ---------- ----------
Total Stockholder's
equity.................... 893,654 636,353 636,353 -- 893,654
---------- ---------- ---------- ---------- ----------
TOTAL LIABILITIES AND
STOCKHOLDER'S EQUITY........... $3,431,684 653,793 $1,088,000 $1,088,000 $4,537,124
========== ========== ========== ========== ==========

FOOTNOTES

(A) Reflects increase in overall fixed asset balances resulting from purchase
accounting adjustments net of depreciation expense.

(B) Reflects $800 million debt from issuance of bonds.

(D) Reflects short-term borrowings used to fund the acquisition of the Cajun
facilities.

F-35
129

NRG ENERGY, INC.

PRO FORMA INCOME STATEMENT
DECEMBER 31, 1999
(THOUSANDS OF DOLLARS)
(UNAUDITED)

CAJUN ELECTRIC PRO FORMA ADJUSTMENTS NRG
NRG (CAJUN ---------------------- ENERGY, INC.
ENERGY, INC. FACILITIES) DEBIT CREDIT PRO FORMA
------------ -------------- --------- --------- ------------

OPERATING REVENUES
Revenues from wholly-owned
operations........................ $432,518 $368,562 $ -- $ -- $ 801,080
Equity in earnings of unconsolidated
affiliates........................ 67,500 67,500
-------- -------- ------- ------- ---------
Total operating revenues.......... 500,018 368,562 -- -- 868,580
-------- -------- ------- ------- ---------
OPERATING COSTS AND EXPENSES
Cost of wholly-owned operations...... 269,900 244,044 513,944
Depreciation and amortization........ 37,026 37,930 10,361(1) 64,595
General, administrative and
development....................... 83,572 16,804 100,376
-------- -------- ------- ------- ---------
Total Operating costs and
expenses........................ 390,498 298,778 -- 10,361 678,915
-------- -------- ------- ------- ---------
OPERATING INCOME....................... 109,520 69,784 -- 10,361 189,665
-------- -------- ------- ------- ---------
OTHER INCOME (EXPENSE)
Minority interest in earnings of
consolidated subsidiary........... (2,456) (2,456)
Gain on sale of interest in
projects.......................... 10,994 10,994
Write-off of project investments..... -- (2,878) (2,878)
Other income, net.................... 6,432 1,008 7,440
Interest expense..................... (93,376) 73,248(2) (166,624)
-------- -------- ------- ------- ---------
Total other expense............... (78,406) (1,870) 73,248 -- (153,524)
-------- -------- ------- ------- ---------
INCOME (LOSS) BEFORE INCOME TAXES...... 31,114 67,914 73,248 10,361 36,141
INCOME TAX BENEFIT..................... (26,081) -- 2,080(3) (24,001)
-------- -------- ------- ------- ---------
NET INCOME............................. $ 57,195 $ 67,914 $75,328 $10,361 $ 60,142
======== ======== ======= ======= =========

FOOTNOTES

(1) Reflects lower net depreciation/amortization resulting from assets and
capitalized costs being depreciated over a longer estimated useful life
based on engineering studies.

(2) Reflects accrued interest on $800 million principal amount for 12 months at
a rate of 9.156% per annum.

(3) Incremental tax expense due to increased taxable income computed at 41.37%.

F-36
130

REPORT OF INDEPENDENT ACCOUNTANTS

To the Management of
NRG South Central Generating LLC:

In our opinion, the accompanying carve-out statement of net assets and the
related carve-out statement of certain revenue and expenses present fairly, in
all material respects, the net assets of the Cajun Electric (Cajun Facilities)
business to be acquired by Louisiana Generating LLC at December 31, 1999 and
1998, and certain revenue and expenses of its operations for each of the three
years in the period ended December 31, 1999 in conformity with accounting
principles generally accepted in the United States. These financial statements
are the responsibility of NRG South Central Generating LLC's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these statements in accordance with
auditing standards generally accepted in the United States, which require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. Our audit included
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for the opinion expressed above.

As described in Note 3, the accompanying carve-out financial statements were
prepared to present the net assets of the Cajun Electric (Cajun Facilities)
business to be acquired by Louisiana Generating LLC and the certain revenue and
expenses related to such business and are not intended to be a complete
presentation of the assets, liabilities, revenue, expenses and cash flows of
Cajun Electric Power Cooperative, Inc.

PricewaterhouseCoopers LLP
Minneapolis, Minnesota
March 7, 2000

F-37
131

CAJUN ELECTRIC (CAJUN FACILITIES)

CARVE-OUT STATEMENT OF NET ASSETS

DECEMBER 31,
------------------------
1999 1998
---------- ----------
(IN THOUSANDS)

ASSETS
Utility plant
Electric plant in service................................. $1,198,928 $1,191,375
Less: Accumulated depreciation and amortization........... 632,899 594,539
---------- ----------
566,029 596,836
Construction work in progress............................. 3,996 1,455
Electric plant held for future use........................ 9,904 9,904
---------- ----------
579,929 608,195
---------- ----------
Other property and investments
Non-utility property...................................... 670 670
Decommissioning reserve fund.............................. 3,518 3,225
---------- ----------
4,188 3,895
---------- ----------
Current assets
Accounts receivable -- electric customers
Members................................................ 25,944 23,504
Nonmembers............................................. 6,220 4,725
Accounts receivable -- other.............................. 1,678 2,043
Fuel and supplies inventories............................. 34,234 40,578
Prepaids.................................................. 1,600 1,316
---------- ----------
69,676 72,166
---------- ----------
Total assets...................................... 653,793 684,256
---------- ----------
LIABILITIES
Current liabilities
Accounts payable.......................................... 4,806 2,114
Taxes other than income tax............................... 150 215
Other accrued expenses.................................... 8,966 13,904
---------- ----------
13,922 16,233
---------- ----------
Decommissioning............................................. 3,518 3,225
---------- ----------
Total liabilities...................................... 17,440 19,458
---------- ----------
Net assets........................................ $ 636,353 $ 664,798
========== ==========

See accompanying notes to financial statements.
F-38
132

CAJUN ELECTRIC (CAJUN FACILITIES)

CARVE-OUT STATEMENT OF CERTAIN REVENUE AND EXPENSES

YEAR ENDED DECEMBER 31,
--------------------------------
1999 1998 1997
-------- -------- --------
(IN THOUSANDS)

Operating revenue
Sales of electric energy
Members............................................... $292,090 $289,856 $280,109
Nonmembers............................................ 75,258 66,341 65,715
Other.................................................... 1,214 1,379 958
-------- -------- --------
368,562 357,576 346,782
-------- -------- --------
Operating expenses
Power production
Fuel.................................................. 165,597 154,964 154,257
Operations and maintenance............................ 36,673 37,405 37,236
Purchased power.......................................... 10,951 11,645 12,681
Other power supply expenses.............................. 577 592 578
Transmission............................................. 30,246 29,882 41,687
Administrative and general............................... 9,711 9,122 9,437
Depreciation and amortization............................ 37,930 38,117 39,537
Taxes, other than income................................. 7,093 7,629 8,575
-------- -------- --------
298,778 289,356 303,988
-------- -------- --------
Operating income........................................... 69,784 68,220 42,794
-------- -------- --------
Other income and expenses
Interest, rents and leases............................... 463 456 695
Other income............................................. 545 787 730
Loss on asset dispositions............................... (2,878) (5,900) (481)
-------- -------- --------
(1,870) (4,657) 944
-------- -------- --------
Revenues in excess of expenses............................. $ 67,914 $ 63,563 $ 43,738
======== ======== ========

See accompanying notes to financial statements.
F-39
133

CAJUN ELECTRIC (CAJUN FACILITIES)

NOTES TO CARVE-OUT FINANCIAL STATEMENTS

1. BUSINESS DESCRIPTION

The accompanying "carve-out" financial statements present the net assets
and certain revenue and expenses of the non-nuclear electric power generating
business (herein named "Cajun Electric (Cajun Facilities)") of Cajun Electric
Power Cooperative, Inc. (the "Cooperative"). The Cooperative is a rural electric
generation and transmission cooperative wholly owned by 11 distribution
cooperatives (the "Members"). Pursuant to a competitive bidding process
following the Cooperative's Chapter 11 bankruptcy proceeding, Louisiana
Generating LLC has agreed to acquire the Cooperative's non-nuclear electric
power generating facilities (see Notes 2 and 3). Louisiana Generating LLC is a
wholly owned subsidiary of NRG South Central Generating LLC, which in turn is an
indirect wholly owned subsidiary of NRG Energy, Inc. NRG Energy, Inc. is a
wholly owned subsidiary of Northern States Power Company.

2. BANKRUPTCY PROCEEDING

Bankruptcy Filing

On December 21, 1994 (the "Petition Date"), the Cooperative filed a
Petition for Reorganization under Chapter 11 of the United States Bankruptcy
Code and began operating as debtor-in-possession under the supervision of the
United States Bankruptcy Court for the Middle District of Louisiana (the
"Bankruptcy Court"). In August 1995, the United States District Court for the
Middle District of Louisiana (the "Court") ordered the appointment of a trustee
(the "Trustee") to oversee the Cooperative's operations for the benefit of claim
holders and interest holders. All debts of the Cooperative as of the Petition
Date were stayed by the bankruptcy petition and subject to compromise pursuant
to such proceedings. The Cooperative operated its business and managed its
assets in the ordinary course as debtor-in-possession, and was required to
obtain Trustee approval for transactions outside the ordinary course of
business.

Plan of Reorganization and Acquisition

On January 22, 1996, the Court approved the Trustee's motion to establish
procedures for submission of proposals to purchase the Cooperative's assets. The
Trustee ultimately selected a bid by NRG Energy, Inc. to create a new limited
liability company (Louisiana Generating LLC) to purchase certain non-nuclear
assets of the Cooperative. In September 1999, the Bankruptcy Court approved the
Plan of Reorganization (the "Plan"), which incorporates the Acquisition
Agreement (see Note 3). The purchase price of the assets to be acquired by
Louisiana Generating LLC is $1,026 million, subject to adjustment for interest
rate fluctuations beyond specific levels. In addition, Louisiana Generating LLC
has agreed to reimburse the Members for up $14 million of the expenses that the
Members incurredRegistrant in connection with the bankruptcysale of the Cooperative. The
transaction is scheduled to close on March 31, 2000, subject to various
conditions.

The assets to be acquired by Louisiana Generating LLC include all
non-nuclear assets owned by the Cooperative, other than enumerated excluded
assets defined in the Acquisition Agreement. Generally, the assets to be
acquired consist of:

- Big Cajun I and Big Cajun II, Units 1 and 2;

- the Cooperative's 58% interest in Big Cajun II, Unit 3;

- an energy control center and headquarters building;

- approximately 4,200 acres of agricultural land near Coushatta, Louisiana;

- a 540 MW General Electric steam turbine generator;

F-40
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CAJUN ELECTRIC (CAJUN FACILITIES)

NOTES TO CARVE-OUT FINANCIAL STATEMENTS -- (CONTINUED)

- a 17.5 mile gas pipeline system;

- 848 steel rotary dump railcars;

- approximately 38,000 annual sulfur dioxide allowances;

- all coal inventory, oil in storage, materials and supplies;

- the Big Cajun II solid waste closure investment fund; and

- certain transmission assets and all other substations.

Louisiana Generating LLC will not assume any liabilities of the
Cooperative, other than (i) obligations under any of the contracts that
Louisiana Generating LLC assumes in connection with the acquisition and which
arise on or after the closing date of the acquisition, (ii) contingent
liabilities related to certain tax benefit transfer agreements to which the
Cooperative was a party and (iii) environmental liabilities that may exist
related to the transferred property, including the obligation to rehabilitate
the Big Cajun II ash and wastewater impoundment areas (see Note 8).

3. BASIS OF PRESENTATION

The accompanying carve-out financial statements have been presented in
accordance with generally accepted accounting principles and were derived from
the historical accounting records of the Cooperative. The statementsCommon Stock being registered. All amounts are intended to present the net assets and certain revenue and expenses of the Cajun
Electric (Cajun Facilities) business to be acquired by Louisiana Generating LLC
pursuant to the Fifth Amended and Restated Asset Purchase and Reorganization
Agreement among Louisiana Generating LLC, Ralph R. Mabey, as Chapter 11 Trustee
of Cajun Electric Power Cooperative, Inc., and NRG Energy, Inc. (as to Sections
7.4, 9.13 and 9.14 of the agreement only) (the "Acquisition Agreement") and the
Cooperative's bankruptcy proceedings (see Note 2). Louisiana Generating LLC has
agreed to purchase substantially all of the Cooperative's non-nuclear electric
power generating facilities and related transmission assets, inventory and other
real and personal property. Louisiana Generating LLC will not acquire the
"Excluded Assets", as defined in the Acquisition Agreement, which generally
consist of the Cooperative's cash, receivables and investments, nor will it
assume any liabilities of the Cooperative,estimates except as described in Note 2.
Accordingly, the carve-out financial statements do not include all assets,
liabilities, revenue and costs and expenses of the Cooperative as of and for the periods presented.

Generally, the statements of net assets exclude the Cooperative's cash,
investments (except decommissioning trust fund investments), employee
post-retirement benefit obligation, liabilities subject to compromise in the
bankruptcy proceeding, income taxes and equity and margin accounts. The
statements of certain revenue and expenses exclude the Cooperative's investment
earnings (except earnings from the decommissioning trust fund investments),
bankruptcy reorganization costs, income taxes, and revenue, expenses and losses
related to the ownership, operation and disposal of its 30% interest in the
River Bend Nuclear Station in 1997. All long-term debt of the Cooperative is
subject to compromise in the bankruptcy proceeding and during the three years
ended December 31, 1999 the Cooperative did not record any interest expense
thereon in accordance with American Institute of Certified Public Accountants
Statement of Position No. 90-7, "Financial Reporting by Entities in
Reorganization Under the Bankruptcy Code." Therefore, the carve-out financial
statements do not include any long-term debt of the Cooperative or interest
expense thereon.

Although Louisiana Generating LLC will not purchase any receivables or
assume any liabilities of the Cooperative, except as described in Note 2, the
statements of net assets include receivables, accounts payable and accrued
expenses in order to present the historical net assets of the business operation
that will be acquired.

F-41
135
CAJUN ELECTRIC (CAJUN FACILITIES)

NOTES TO CARVE-OUT FINANCIAL STATEMENTS -- (CONTINUED)

The carve-out financial statements do not include a statement of cash flows
due to exclusion of cash from the statements of net assets. However, see Note 4
for a summary of cash provided by and used in Cajun Electric's (Cajun
Facilities) operating and investing activities.

4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.

Significant Customers and Concentrations of Credit Risk

During 1999 sales to two customers totaled 16.7% and 18.9%, respectively,
of total operating revenue (1998: 16.7% and 19.2%, respectively; 1997: 16.2% and
19.0%, respectively). No other customer accounted for more than 10% of total
operating revenue during the years ended December 31, 1999, 1998 and 1997.

Electric Plant in Service and Construction Work in Progress

Electric plant in service and construction work in progress are stated on
the basis of cost. Depreciation is computed using the straight-line method over
the expected useful lives of the related component assets. The net book value of
units of property replaced or retired, including costs of removal net of any
salvage value, is charged to operations.

Fuel and Supplies Inventories

Fuel and supplies inventories are stated on the basis of cost utilizing the
weighted-average cost method of inventory valuation.

Fair Values of Financial Instruments

Investments held in the decommissioning reserve fund are comprised of U.S.
government debt securities carried at amortized cost, which approximates fair
value.

F-42
136
CAJUN ELECTRIC (CAJUN FACILITIES)

NOTES TO CARVE-OUT FINANCIAL STATEMENTS -- (CONTINUED)

Summary of Cash Flows

Summarized cash flows from operating and investing activities were as
follows (in thousands):

1999 1998 1997
-------- -------- --------

Cash flows from operating activities:
Revenues in excess of expenses........................... $ 67,914 $ 63,563 $ 43,738
Adjustments to reconcile net margins to net cash:
Depreciation and amortization......................... 37,930 38,117 39,537
Asset dispositions.................................... 2,878 5,900 481
Changes in accounts receivable........................ (4,939) 5,988 (2,838)
Changes in fuel and prepayments....................... 6,060 (8,184) 5,315
Changes in accounts payable and accrued expenses...... (2,313) (4,333) (254)
-------- -------- --------
Net cash provided by operating activities........ 107,530 101,051 85,979
-------- -------- --------
Cash flows from (for) investing activities:
Capital expenditures..................................... (11,631) (9,999) (7,074)
-------- -------- --------
$ 95,899 $ 91,052 $ 78,905
======== ======== ========

5. UTILITY PLANT

Electric plant in service is comprised of the following generating
facilities:

CAPABLE LOUISIANA GENERATING
GENERATING -------------------------
GENERATING UNIT CAPACITY PERCENTAGE MEGAWATTS
- --------------- ----------- ---------- -----------
(UNAUDITED) (UNAUDITED)

Big Cajun II, Unit 1..................................... 575 100% 575
Big Cajun II, Unit 2..................................... 575 100% 575
Big Cajun II, Unit 3..................................... 575 58% 338
Big Cajun I, Unit 1...................................... 110 100% 110
Big Cajun I, Unit 2...................................... 110 100% 110
----- --- -----
1,945 1,708
===== =====

Big Cajun II, Unit 3 is jointly owned by the Cooperative (58%) and Gulf
States Utilities (42%). The unit is operated by the Cooperative pursuant to a
Joint Ownership Participation and Operating Agreement, which governs the rights
and obligations to the ownership of the facility. Each owner is entitled to
their ownership percentage of the hourly net electrical output of the unit. All
fixed costs of operating the unit are shared in proportion to the respective
ownership interests and all variable costs are borne in proportion to the energy
delivered to either co-owner. The statements of certain revenue and expenses
include the Cooperative's share of all fixed and variable costs of operating the
unit. The Cooperative's 58% share of the original cost included in electric
plant in service at December 31, 1999 was $291.1 million ($290.9 million at
December 31, 1998). The corresponding accumulated depreciation and amortization
was $151.1 million ($141.9 million at December 31, 1998).

The Cooperative will assign the Joint Ownership Participation and Operating
Agreement to Louisiana Generating LLC upon closing of the acquisition.

F-43
137
CAJUN ELECTRIC (CAJUN FACILITIES)

NOTES TO CARVE-OUT FINANCIAL STATEMENTS -- (CONTINUED)

Electric plant in service balances at December 31 consisted of the
following (in thousands):

1999 1998
---------- ----------

Production:
Coal...................................................... $1,048,012 $1,041,741
Gas....................................................... 35,368 34,749
Transmission................................................ 94,393 94,320
General..................................................... 21,155 20,565
---------- ----------
$1,198,928 $1,191,375
========== ==========

Construction work in progress consists of improvements and additions to
existing plants. The estimated cost to complete these projects at December 31,
1999 was approximately $10.8 million.

Electric plant held for future use of approximately $9.9 million at
December 31, 1999 and 1998 consists primarily of land, carried at its original
cost of $9.5 million, related to an abandoned lignite project that has been
retained as a possible site for a future generating facility.

The net change in accumulated depreciation and amortization for the years
ended December 31 was (in thousands):

1999 1998
---------- ----------

Charged to operating expenses............................... $ 37,930 $ 38,117
Charged to fuel inventories and other assets................ 1,192 1,197
---------- ----------
$ 39,122 $ 39,314
Less: Disposals and other adjustments....................... 762 1,435
---------- ----------
$ 38,360 $ 37,879
========== ==========

Substantially all of the assets included in the carve-out statements of net
assets are pledged as collateral to the Cooperative's long-term debt payable to
the Rural Utilities Service. In addition, certain office facilities have been
separately pledged as collateral to the Cooperative's industrial revenue bonds.
These obligations are included in the Cooperative's pre-petition liabilities
subject to compromise, which have been excluded from the carve-out statement of
net assets. Upon execution of the Plan and closing of the acquisition, Louisiana
Generating LLC will acquire the assets free of such encumbrances.

6. EMPLOYEE BENEFIT PLANS

All of the Cooperative's employees participate in the National Rural
Electric Cooperatives Association (NRECA) Retirement and Security Program once
they have met minimum service requirements. The Cooperative makes annual
contributions to the plan equal to the amounts accrued for pension expense. In
this master multiple-employer defined benefit plan, which is available to all
member cooperatives of the NRECA, the accumulated benefits and plan assets are
not determined or allocated separately by individual employer. The Cooperative's
contributions to the plan and amounts included in the accompanying statements of
certain revenue and expenses of Cajun Electric (Cajun Facilities) totaled
approximately $1.7 million, $1.7 million and $1.3 million in 1999, 1998 and
1997, respectively.

The Cooperative also maintains a defined contribution pension plan, which
constitutes a cash or deferred arrangement under section 401(k) of the Internal
Revenue Code of 1986 (as amended). Once minimum service requirements are met,
all of the employees of the Cooperative are eligible to participate in the plan.
Under the terms of the plan, which is administered by the NRECA, the Cooperative
matches 50% of employee contributions up to a maximum of 4% of each
participating employee's base

F-44
138
CAJUN ELECTRIC (CAJUN FACILITIES)

NOTES TO CARVE-OUT FINANCIAL STATEMENTS -- (CONTINUED)

compensation. The Cooperative's contributions to the plan and amounts included
in the accompanying statement of certain revenue and expenses of Cajun Electric
(Cajun Facilities) totaled approximately $0.4 million, $0.3 million and $0.4
million in 1999, 1998 and 1997, respectively.

The Cooperative also makes medical benefits available to all retirees. For
those nonbargaining employees who retire at age 62 or thereafter and who have at
least 10 years of service, the Cooperative will pay a portion of the cost. All
other retirees are required to pay the full cost of benefits. Net periodic
postretirement benefit expense of approximately $0.8 million, $0.8 million and
$0.8 million in 1999, 1998 and 1997, respectively, is included in the
accompanying statement of certain revenue and expenses.

Upon the closing of the acquisition, all of the Cooperative's employee
benefit plans will be terminated, including the defined benefit pension plan,
the defined contribution (401(k)) pension plan and the post-retirement
healthcare plan and no liabilities related thereto will be assumed by Louisiana
Generating LLC.

7. RATES AND REGULATION

The electric rates charged by the Cooperative to its Members have been
subject to the jurisdiction of the Louisiana Public Service Commission ("LPSC").
For the three years ended December 31, 1999, the Cooperative provided capacity
and energy to its 11 Members pursuant to "all requirements" power supply
agreements. Generally, the all requirements power supply agreements obligated
the Cooperative to supply and required the Members to purchase all of the energy
and capacity required by the Members for service to its retail customers, with
limited exceptions. The Cooperative also provided capacity and energy to three
other customers under long-term power agreements and sold excess capacity and
energy on a merchant basis to other power suppliers and marketers.

Pursuant to the Acquisition Agreement and the Plan, all 11 Members have
elected to terminate, effective on the closing date, their existing all
requirements supply agreements with the Cooperative. Each of the 11 Members has
selected one of three alternative supply options offered by Louisiana Generating
LLC, to be effective immediately after the acquisition closes. Seven of the
Members have agreed to purchase power from Louisiana Generating LLC under
long-term "all requirements" power supply agreements with terms of 25 years
commencing on the acquisition closing. After the initial term, each agreement
will continue on a year to year basis unless either party gives the other five
years' notice of its intent to terminate the agreement. The remaining four
Members have agreed to purchase power from Louisiana Generating LLC under
short-term four-year transition power supply agreements. A Member may terminate
a short-term agreement upon two years advance notice.

The underlying terms and provisions of the long- and short-term power
supply agreements offered by Louisiana Generating LLC and selected by the
Members have been approved by the LPSC, which has regulatory authority over the
Members. Although the form of the agreements have been approved by the LPSC,
each Member must obtain approval from the LPSC of the supply alternative
selected. Such approval has been obtained by three of the Members that have
elected the long-term agreement. The remaining eight Members are expected to
request and receive LPSC approval of their decisions prior to the closing of the
acquisition.

Electric Utility Deregulation

On December 17, 1997, the LPSC accepted a staff report finding that
deregulation, or retail wheeling, may be in the public interest contingent upon
numerous issues being individually and adequately researched. During January
1998, the LPSC investigated the issues of tax implications; unbundling; market
structure; market power, reliability, Independent System Operators; stranded
costs and benefits; consumer protection, public policy programs and
environmental issues; and future regulatory structure and affiliate
relationships. In February of 1999, LPSC staff issued a report finding that
restructuring is not in the public

F-45
139
CAJUN ELECTRIC (CAJUN FACILITIES)

NOTES TO CARVE-OUT FINANCIAL STATEMENTS -- (CONTINUED)

interest and recommending that the LPSC defer making a final determination. At
its March 1999 Open Session, the LPSC adopted a new procedural schedule to
continue its investigation of competitive implications through August of 2000.
The effect of deregulation upon Cajun Electric (Cajun Facilities) cannot be
determined at this time.

8. OTHER COMMITMENTS AND CONTINGENCIES

Coal Supply and Transportation Agreements

Purchases under the terms of contracts for the acquisition and related
transportation of coal during 1999, 1998 and 1997 were approximately $129
million, $136 million and $127 million, respectively. Louisiana Generating LLC
will not assume any liabilities incurred by the Cooperative prior to the closing
of the acquisition related to the existing coal supply and transportation
agreements.

Louisiana Generating LLC has entered into a five-year coal supply agreement
under which Triton Coal Company will sell to Louisiana Generating LLC sufficient
quantities of coal to satisfy the full coal requirements of the Cajun
facilities.

Louisiana Generating LLC has entered into a five-year coal transportation
agreement with Burlington Northern and Santa Fe Railway Company and American
Commercial Terminal LLC which agreement will be effective on the closing date of
the acquisition. Pursuant to the agreement, the railroad will transport the coal
from the Triton mines in Wyoming to St. Louis, Missouri, and American Commercial
Terminal will transport the coal down the Mississippi River from St. Louis to
the Cajun facilities.

Decommissioning

The Cooperative is required by the State of Louisiana Department of
Environmental Quality ("DEQ") to rehabilitate its Big Cajun II ash and
wastewater impoundment areas upon removal from service of the Big Cajun II
facilities. On July 1, 1989, the Cooperative established a guarantor trust (the
"Solid Waste Disposal Trust Fund") to accumulate the estimated funds necessary
for such purpose. The Cooperative deposited $1.06 million in the Solid Waste
Disposal Trust Fund in 1989, and has funded $116,000 annually thereafter, based
upon the Cooperative's estimated future rehabilitation cost (in 1989 dollars) of
approximately $3.5 million and the remaining estimated useful life of the Big
Cajun II facilities. Cumulative contributions to the Solid Waste Disposal Trust
Fund and earnings on the investments therein are accrued as a decommissioning
liability. At December 31, 1999 the carrying value of the trust fund investments
and the related accrued decommissioning liability was approximately $3.5
million. The trust fund investments are comprised of various debt securities of
the United States and are carried at amortized cost, which approximates their
fair value.

The Solid Waste Trust Fund is included in assets to be acquired by
Louisiana Generating LLC, which will also assume the obligation to rehabilitate
the Big Cajun II ash and wastewater impoundment areas.

Letters of Credit

The Cooperative has outstanding two letters of credit in the aggregate
amount of approximately $15 million as of December 31, 1999 supporting potential
indemnity payments related to certain tax benefit transfer agreements to which
the Cooperative was a party. The letters of credit will be terminated upon the
closing of the acquisition. However, as of the closing date, Louisiana
Generating LLC will assume the contingent liability related to the potential
indemnity payments.

F-46
140
CAJUN ELECTRIC (CAJUN FACILITIES)

NOTES TO CARVE-OUT FINANCIAL STATEMENTS -- (CONTINUED)

Member Class Action Rate Litigation

On September 20, 1989, a class action petition was filed in the Tenth
Judicial District State Court in Natchitoches Parish, Louisiana, naming the
Cooperative's Members as defendants. The plaintiffs in this action seek a refund
of all rate increases enacted by the Cooperative's Members from 1978 until the
respective Member voted to be subject to the jurisdiction of the LPSC or was
placed under the jurisdiction of the LPSC by action of the State Supreme Court.
On October 17, 1989, the case was moved to the federal courts. On August 28,
1992, the District Court abstained from this matter in favor of proceedings at
the LPSC.

The LPSC currently has an open docket associated with this matter. On
August 19, 1994, the LPSC adopted the standards recommended by its Special
Counsel. Based on those standards, Special Counsel issued a report in August
1996 recommending that 23 of the 29 rate increases implemented during the period
of nonregulation be found presumptively not unreasonable and be eliminated from
further review. Special Counsel recommended that the remaining six rate
increases be further reviewed for reasonableness. On November 18, 1997, the LPSC
issued Order U-19943-B dismissing two more rate increases, finding all but the
four remaining increases presumptively not unreasonable. On August 19, 1998, the
LPSC dismissed two rate increases for Southwest Louisiana Electric Membership
Corporation leaving the final two rate increases to be reviewed for
reasonableness. A hearing was held on October 12, 1999, on the last two rate
increases. The LPSC staff is expected to issue a final report in time for the
LPSC to vote on the matter at its March 2000 Open Session. The timing or outcome
of this matter is uncertain and no provision for any liability that may result
has been made in the financial statements. However, each Member has entered into
a stipulation with the Trustee which releases the Bankruptcy Estate from claims
by the Members that might arise as a result of any refunds which the LPSC may
order. Further, Louisiana Generating LLC will not assume any liability that may
result from the outcome of this matter.

F-47
141

INSIDE BACK COVER PAGE

NRG ENERGY, INC. PROJECT LIST

CAPACITY OWNERSHIP
PROJECT LOCATION (MW) (NET MW)
- ------- -------------------------------------------- -------- ---------

NORTHEAST REGION
Osweg, Oswego, NY.................................. 1,700.0 1,700.0
Middletown, Middletown, CT.............................. 856.2 856.2
Arthur Kill, Staten Island, NY........................... 842.0 842.0
Huntley, Tonawanda, NY............................... 760.0 760.0
Astoria Gas Turbines, Queens, NY.................................. 614.0 614.0
Dunkirk, Dunkirk, NY................................. 600.0 600.0
Montville, Uncasville, CT.............................. 497.6 497.6
Devon, Milford, CT................................. 400.5 400.5
Norwalk Harbor, So. Norwalk, CT............................. 353.0 353.0
Somerset Power, Somerset, MA*............................... 229.0 229.0
Connecticut remote jets, Connecticut................................. 127.4 127.4
Kingston Cogeneration, Kingston, Ontario, Canada............................. 110.0 27.5
Parlin Cogen, Parlin, NJ.................................. 122.0 24.4
Cadillac, Cadillac, MI................................ 39.0 19.5
Grays Ferry Cogen, Grays Ferry, PA............................. 150.0 15.0
Newark Cogen, Newark, NJ.................................. 54.0 10.8
Penobscot Energy Recovery, Orrington, ME............................... 25.3 7.3
Curtis-Palmer Hydroelectric, Corinth, NY................................. 58.3 5.0
Philadelphia Cogen, Philadelphia, PA............................ 22.0 3.7
Maine Energy Recovery, Biddeford, ME............................... 22.0 3.6
Turners Falls, Turners Falls, MA**......................... 20.1 1.8
7,602.0 7,099.0
NEO, Various Locations........................... 175.0 90.0
Other Investors Fund - Domestic, Various.......... 999.0 10.0
Total North America............................... 14,759.0 10,940.0
Total Worldwide, Existing and Under
Construction................................ 23,660.0 13,664.0
SOUTH CENTRAL REGION
Louisiana Generating LLC, Baton Rouge, LA............................. 1,945.0 1,708.5
Sterlington, Sterlington, LA ***......................... 200.0 200.0
Rocky Road, East Dundee, IL............................. 250.0 125.0
Rocky Road (Expansion), East Dundee, IL ***......................... 100.0 50.0
Morris Cogen, Morris, IL.................................. 117.0 23.4
Pryor Cogen, Pryor, OK................................... 110.0 22.0
Power Smith Cogeneration Oklahoma City, OK........................... 110.0 9.6
142

CAPACITY OWNERSHIP
PROJECT LOCATION (MW) (NET MW)
- ------- --------------------------------------------- -------- ---------

WESTERN REGION
El Segundo Power, El Segundo, CA............................... 1,020.0 510.0
Encina Power Station, Carlsbad, CA................................. 965.0 482.5
Long Beach Generating, Long Beach, CA............................... 530.0 265.0
Crockett Cogeneration, Crockett, CA................................. 240.0 138.4
San Diego Turbines, San Diego, CA................................ 253.0 126.5
Artesia (Calif. Cogen), Artesia, CA.................................. 34.0 34.0
Mt. Poso, Bakersfield, CA.............................. 49.5 19.5
San Joaquin Valley Energy, Chowchilla, CA**............................. 43.0 19.4
Jackson Valley Energy, Ione, CA**................................... 16.0 8.0
3,151.0 1,603.0
2,832.0 2,138.0

CAPACITY OWNERSHIP
PROJECT LOCATION (MW) (NET MW)
- ------- --------------------------------------------- -------- ---------

EUROPE
Killingholme, North Lincolnshire, England.................. 680.0 680.0
Schkopau, Halle, Germany............................... 960.0 200.0
ECK Generating, Kladno, Czech Republic....................... 345.0 153.5
Enfield Energy Centre, London, England, UK ***...................... 396.0 99.0
MIBRAG, Thiessen, Germany............................ 233.0 77.7
Energy Center Kladno, Kladno, Czech Republic....................... 28.0 12.4
-------- --------
2,642.0 1,223.0
International Asia-Pacific
Gladstone Power Station, Gladstone, Qld., Australia................... 1,680.0 630.0
Loy Yang Power A, Traralgon, Vic., Australia................... 2,000.0 507.4
Collinsville, Collinsville, Qld., Australia................ 192.0 96.0
Energy Developments, Ltd., Various Locations............................ 274.0 79.1
-------- --------
4,146.0 1,312.0
Latin America
Bolivian Power Company, Bolivia...................................... 219.2 108.4
Scudder Latin American Power, Various Locations............................ 772.0 51.2
Bulo Bulo, Bolivia ***.................................. 87.0 26.1
1,078.0 186.0
Energy Investors Fund - Various Locations............................ 1,035.0 3.0
Total International, Total........................................ 8,901.0 2,724.0
======== ========

- ---------------
* Includes 69 megawatts on deactivated reserve

** Operations are suspended

*** Facilities under construction
143

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

NRG ENERGY, INC.

COMMON STOCK

NRG LOGO

------------------

PROSPECTUS

, 2000

------------------

SALOMON SMITH BARNEY

------------------

CREDIT SUISSE FIRST BOSTON

ABN AMRO ROTHSCHILD
A DIVISION OF ABN AMRO INCORPORATED

BANC OF AMERICA SECURITIES LLC
GOLDMAN, SACHS & CO.
LEHMAN BROTHERS
MERRILL LYNCH & CO.
MORGAN STANLEY DEAN WITTER

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
144

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The registrant's expenses in connection with the Offering described in this
registration statement are set forth below. All amounts except the Securities
and Exchange CommissionSEC registration fee the NASD filing fee and the listing
fee are estimated.

Securities and Exchange Commission registration fee......... 158,400
NASD filing fee............................................. 30,500
Printing and engraving expenses............................. 300,000
Accounting fees and expenses................................ 50,000
Legal fees and expenses..................................... 500,000
Fees and expenses (including legal fees) for qualification
under state securities laws............................... 1,000
Transfer agent's fees and expenses.......................... 10,000
Miscellaneous............................................... 25,100
---------
Total..................................................... 1,075,000
=========

ITEMThe New York Stock Exchange fee.
Item Amount to
be paid
SEC registration fee $ 45,080
The New York Stock Exchange fee *
Legal fees and expenses *
Accounting fees and expenses *
Transfer Agent fees and expenses *
Miscellaneous expenses *
Total $ *
*
To be completed by amendment.
Item 14. INDEMNIFICATION OF DIRECTORS AND OFFICERSIndemnification of Directors and Officers.
Section 145(a) of the Delaware General Corporation Law of the State of Delaware (the
"DGCL") provides that a Delaware corporation mayshall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if he or shesuch person acted in good faith and in a manner he or shesuch person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his
or hersuch person's conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that such person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that such person's conduct was unlawful.
Section 145(b) of the DGCLDelaware General Corporation Law provides that a Delaware corporation mayshall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person acted in anyis or was a director, officer, employee or agent of the capacities set forth above,corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if hesuch person acted in good faith and in a manner such person reasonably believed to be in or she acted under similar standardsnot opposed to those set forth above,the best interests of the corporation and except that no indemnification mayshall be made in respect toof any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action or suit was brought shall determine
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upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to be indemnifiedindemnity for such expenses which the Delaware Court of Chancery or such other court shall deem proper.
Section 145145(c) of the DGCL furtherDelaware General Corporation Law provides that to the extent that a present or former director or officer of a corporation has been successful on the merits or otherwise in the defense of any action, suit or proceeding referred to in subsection (a)Section 145(a) and (b) of Section 145, or in the defense of any claim, issue or matter therein, he or shesuch person shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him or hersuch person in connection therewith;therewith.
Section 145(d) of the Delaware General Corporation Law provides that any indemnification under Section 145(a) and (b) (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the present or former director, officer, employee or agent is proper in the circumstances because such person has met the applicable standard of conduct set forth in Section 145(a) and (b). Such determination shall be made with respect to a person who is a director or officer at the time of such determination (1) by a majority vote of the directors who were not parties to such action, suit or proceeding, even though less than a quorum, or (2) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, or (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (4) by the stockholders.
Section 145(e) of the Delaware General Corporation Law provides that expenses (including attorneys' fees) incurred by an officer or director of the corporation in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation as authorized in Section 145. Such expenses (including attorneys' fees) incurred by former directors and officers or other employees and agents of the corporation or by persons serving at the request of the corporation as directors, officers, employees or agents of another corporation, partnership, joint venture, trust or other enterprise may be so paid upon such terms and conditions, if any, as the corporation deems appropriate.
Section 145(f) of the Delaware General Corporation Law provides that the indemnification and advancement of expenses provided for by, or granted pursuant to, Section 145 shall not be deemed exclusive of any other rights to which the indemnified partythose seeking indemnification or advancement of expenses may be entitled;entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person's official capacity and as to action in another capacity while holding such office. A right to indemnification or to advancement of expenses arising under a provision of the certificate of incorporation or a bylaw shall not be eliminated or impaired by an amendment to the certificate of incorporation or the bylaws after the occurrence of the act or omission that is the subject of the civil, criminal, administrative or investigative action, suit or proceeding for which indemnification or advancement of expenses is sought, unless the provision in effect at the time of such act or omission explicitly authorizes such elimination or impairment after such action or omission has occurred.
Section 145(g) of the Delaware General Corporation Law provides that a corporation mayshall have the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or officeragent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such officer or directorperson and incurred by him or hersuch person in any such capacity, or arising out of his or her statussuch person's capacity as such, whether or not the corporation would have the power to indemnify him or hersuch person against such liabilitiesliability under Section 145. 145

As authorized by Section 145
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NRG Energy, Inc. Amended and Restated Certificate of Incorporation and By-laws
The Amended and Restated Certificate of Incorporation of the DGCL, each director and officer of NRG
may be indemnified by NRG against expenses (including attorney's fees,
judgments, fines and amounts paid in settlement) actually and reasonably
incurred in connection with the defense or settlement of any threatened, pending
or completed legal proceedings in which he is involved by reason of the fact
that he is or was a director or officer of NRG if he acted in good faith and in
a manner that he reasonably believed to be in or not opposed to the best
interest of NRG and, with respect to any criminal action or proceeding, if he
had no reasonable cause to believe that his conduct was unlawful. However, if
the legal proceeding is by or in the right of NRG, the director or officer may
not be indemnified in respect of any claim, issue or matter as to which he shall
have been adjudged to be liable for negligence or misconduct in the performance
of his duty to NRG unless a court determines otherwise.

In addition, Article VI of NRG's By-LawsRegistrant provides, that NRG shall indemnify
and hold harmless, to the fullest extent permitted by applicableDelaware law anyand except as otherwise provided in its by-laws, no director of the Registrant shall be liable to it or its stockholders for monetary damages for breach of fiduciary duty. Furthermore, the Second Amended and Restated By-laws of the Registrant provide that each person who was or is made a party or is threatened to be made a party to or is otherwise involved (including involvement as a witness) in any action, suit or proceeding, whether civil, criminal, administrative or investigative, (a "Proceeding") by reason of the fact that he or she is or was a director or officer of the Registrant or a wholly owned subsidiary of the Registrant or, while a director or officer of the Registrant or a wholly owned subsidiary of the Registrant, is or was serving at the request of the Registrant or a wholly owned subsidiary of the Registrant as a director, officer, employee, partner, member, manager, trustee, fiduciary or agent of another corporation or of a partnership, joint venture, limited liability company, trust or other entity or enterprise, including service with respect to an employee benefit plan (an "indemnitee"), shall be indemnified and held harmless by the Registrant to the fullest extent authorized by Delaware Law, against all expense, liability and loss (including attorneys' fees, judgments, fines, excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith, and such indemnification shall continue as to an indemnitee who has ceased to be a director, officer, employee, partner, member, manager, trustee, fiduciary or agent and shall inure to the benefit of the indemnitee's heirs, executors and administrators. This right of indemnification includes the Registrant's obligation to provide an advance of expenses, although the indemnitee may be required to repay such an advance if there is a judicial determination that the indemnitee was not entitled to the indemnification.
The Second Amended and Restated By-laws of the Registrant also permits the Registrant to purchase and maintain insurance on its own behalf and on behalf of any other person for whom he or she is the legal representative,who is or was a director, officer, employee or agent of NRGthe Registrant or isa subsidiary of the Registrant or was serving at the request of NRG asthe Registrant or a director, officer, employee or agentsubsidiary of another company orthe Registrant.
Item 15. Recent Sales of a partnership,
joint venture, trust, enterprise or non-profit entity, including service with
respectUnregistered Securities.
Not applicable.
Item 16. Exhibits and Financial Statement Schedules.
(a) Exhibits. See the Exhibit Index attached to employee benefit plans, against all liability and loss suffered and
expenses reasonably incurredthis registration statement, which is incorporated by such person. NRG shall bereference herein.
(b) Financial Statement Schedules. Schedules not listed above have been omitted because the information required to indemnify
a personbe set forth therein is not applicable or is shown in connection with a Proceeding initiated by such person only if the Proceeding was authorized by the Board of Directors of NRG.

All of NRG's directors will enter into indemnity agreements that obligate
NRG to indemnify such directors to the fullest extent permitted by the DGCL.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

The following tables summarize securities issuedfinancial statements or sold by us within the
past three years that were not sold pursuant to registered offerings:

UNDERWRITER OR
SECURITY AND DATE SOLD CLASS OF PURCHASERS AMOUNT SOLD EXEMPTION RELIED UPON
- ---------------------- ----------------------- ----------------- ---------------------

7.5% Senior Notes Due 2007
issued June 17, 1997.... Accredited investors: $ 250,000,000 Rule 144A; Regulation S
Salomon Brothers Inc. 0.650% discount
ABN AMRO
Chicago Corporation
Chase Securities Inc.
7.97% Reset Notes Due 2020
(Remarketing Date March
15, 2005) issued March
20, 2000................ NRG Energy Pass-Through L160,000,000 Section 4(2)
Trust 2000-1 /no discount

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

EXHIBIT NO. DESCRIPTION
- ----------- -----------

1.1* Underwriting Agreement.
3.1 Certificate of Incorporation.(a)
3.2 By-Laws.(a)
4.1 Indenture, dated as of June 1, 1997, between the Company and
Norwest Bank Minnesota, National Association.(a)
146

EXHIBIT NO. DESCRIPTION
- ----------- -----------

4.2 Loan Agreement, dated June 4, 1999 between Northeast
Generating LLC,
Chase Manhattan Bank and Citibank, N.A.(b)
4.3 Indenture between the Company and Norwest Bank Minnesota,
National Association, as Trustee dated as of May 25,
1999.(c)
4.4 Indenture between the Company and NRG Northeast Generating
LLC and The Chase Manhattan Bank, as Trustee dated as of
February 22, 2000.(b)
4.5 NRG Energy Pass-Through Trust 2000-1, $250,000,000 8.70%
Remarketable or Redeemable Securities ("ROARS") due March
15, 2005.(b)
4.6 Trust Agreement between NRG Energy Inc. and The Bank of New
York, as Trustee, dated March 20, 2000.(b)
4.7 Indenture between NRG Energy Inc. and the Bank of New York,
as Trustee dated March 20, 2000, 160,000,000 pounds sterling
Reset Senior Notes due March 15, 2000.(b)
4.8 Indenture between the Company and Norwest Bank Minnesota,
National Association as Trustee dated as of November 8,
1999.(d)
4.9 Indenture, dated as of January 31, 1996, between the Company
and Norwest Bank Minnesota, National Association, As
Trustee.(a)
5.1* Opinion and Consent of Gibson, Dunn & Crutcher LLP,
regarding validity of Common Stock.
10.1 Employment Contract, dated as of June 28, 1995, between the
Company and
David H. Peterson.(a)
10.2 Note Agreement, dated August 20, 1993, among the Company
Energy Center, Inc. and each of the purchasers named
therein.(a)
10.3 Master Shelf and Revolving Credit Agreement, dated August
20, 1993 among the Company Energy Center, Inc., The
Prudential Insurance Registrants of America and each
Prudential Affiliate which becomes party thereto.(a)
10.4 Energy Agreement, dated February 12, 1988 between the
Company formerly known as Norenco Corporation) and Waldorf
Corporation (the "Energy Agreement").(a)
10.5 First Amendment to the Energy Agreement, dated August 27,
1993.(a)
10.6 Second Amendment to the Energy Agreement, dated August 27,
1993.(a)
10.7 Third Amendment to the Energy Agreement, dated August 27,
1993.(a)
10.8 Construction, Acquisition, and Term Loan Agreement, dated
September 2, 1997 by the among NEO Landfill Gas, Inc., as
Borrower, the lenders named on the signature pages, Credit
Lyonnais New York Branch, as Construction/Acquisition Agent
and Lyon Credit Corporation as Term Agent.(a)
10.9 Guaranty, dated September 12, 1997 by the Company in favor
of Credit Lyonnais New York Branch as agent for the
Construction/Acquisition Lenders.(a)
10.10 Construction, Acquisition, and Term Loan Agreement, dated
September 2, 1997 by and among Minnesota Methane LLC, as
Borrower, the lenders named on the signature pages, Credit
Lyonnais New York Branch, as Construction/Acquisition Agent
and Lyon Credit Corporation as Term Agent.(a)
10.11 Guaranty, dated September 12, 1997 by the Company in favor
of Credit Lyonnais New York Branch as agent for the
Construction/Acquisition Lenders.(a)
10.12 Non Operating Interest Acquisition Agreement dated as of
September 12, 1997,
by and among the Company and NEO Corporation.(a)
10.13 Employment Agreements between the Company and certain
officers dated as of April 15, 1998.(e)
147

EXHIBIT NO. DESCRIPTION
- ----------- -----------

10.14 Wholesale Standard Offer Service Agreement between
Blackstone Valley Electric Company, Eastern Edison Company,
Newport Electric Corporation and NRG Power Marketing, Inc.,
dated October 13, 1998.(b)
10.15 Asset Sales Agreement by and between Niagara Mohawk Power
Corporation and NRG Energy, Inc., dated December 23,
1998.(b)
10.16 First Amendment to Wholesale Standard Offer Service
Agreement between Blackstone Valley Electric Company,
Eastern Edison Company, Newport Electric Corporation and NRG
Power Marketing, Inc., dated January 15, 1999.(b)
10.17 Generating Plant and Gas Turbine Asset Purchase and Sale
Agreement for the Arthur Kill generating plants and Astoria
gas turbines by and between Consolidated Edison Company of
New York, Inc., and NRG Energy, Inc., dated January 27,
1999.(b)
10.18 Transition Energy Sales Agreement between Arthur Kill Power
LLC and Consolidated Edison Company of New York, Inc., dated
June 1, 1999.(b)
10.19 Transition Power Purchase Agreement between Astoria Gas
Turbine Power LlC and Consolidated Edison Company of New
York, Inc., dated June 1, 1999.(b)
10.20 Transition Power Purchase Agreement between Niagara Mohawk
Power Corporation and Huntley Power LLC, dated June 11,
1999.(b)
10.21 Transition Power Purchase Agreement between Niagara Mohawk
Power Company and Dunkirk Power LLC, dated June 11, 1999.(b)
10.22 Power Purchase Agreement between Niagara Mohawk Power
Corporation and Dunkirk Power LLC, dated June 11, 1999.(b)
10.23 Power Purchase Agreement between Niagara Mohawk Power
Corporation and Huntley Power LLC, dated June 11, 1999.(b)
10.24 Amendment to the Asset Sales Agreement by and between
Niagara Mohawk Power Corporation and NRG Energy, Inc., dated
June 11, 1999.(b)
10.25 Transition Capacity Agreement between Astoria Gas Turbine
Power LLC and Consolidated Edison Company of New York, Inc.,
dated June 25, 1999.(b)
10.26 Transition Capacity Agreement between Arthur Kill Power LLC
and Consolidated Edison Company of New York, Inc., dated
June 25, 1999.(b)
10.27 First Amendment to the Employment Agreement of David H.
Peterson, dated June 27, 1999.(b)
10.28 Second Amendment to the Employment Agreement of David H.
Peterson, dated August 26, 1999.(b)
10.29 Third Amendment to the Employment Agreement of David H.
Peterson, dated October 20, 1999.(b)
10.30 Swap Master Agreement between Niagara Mohawk Power
Corporation and
NRG Power Marketing, Inc., dated June 11, 1999.(b)
10.31 Standard Offer Service Wholesale Sales Agreement between the
Connecticut Light and Power Company and NRG Power Marketing,
Inc., dated October 29, 1999.(b)
10.32 364-day Revolving Credit Agreement among the Company and The
Financial Institutions party thereto, and ABN-AMRO Bank,
N.V., as Agent, dated as of March 10, 2000.(b)
10.33 Amended Agreement for the Sale of Thermal Energy between
Northern States Power and Norenco Corporation, dated January
1, 1983.
10.34 Operations and Maintenance Agreement between Northern States
Power and NRG, dated November 1, 1996.
148

EXHIBIT NO. DESCRIPTION
- ----------- -----------

10.35 Agreement for the Sale of Thermal Energy and Wood Byproduct
between Northern States Power and Norenco Corporation, dated
December 1, 1986.
10.36 Federal and State Income Tax Sharing Agreement between
Northern States Power Company and NRG Group, Inc., dated
April 4, 1991.
10.37 Support Agreement between Northern State Power Company and
CitiCorp USA Inc., dated March 27, 2000.
10.38 Administrative Services Agreement between Northern States
Power Company and NRG Thermal Corporation, dated January 1,
1992.
21.1 Subsidiaries of NRG.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit
5.1)
24.1 Power of Attorney (included on signature page).
27.1 Financial Data Schedule.

- ---------------

(a) Incorporated herein by reference to the Registrant's Registration Statement
on Form S-1, as amended, File No. 333-33397.

(b) Incorporated herein by reference to the Company's current report on Form
10-K for the year ended December 31, 1999.

(d) Incorporated herein by reference to Exhibit 4.1 to the Company's current
report on Form 8-K dated November 16, 1999.

(e) Incorporated herein by reference to Exhibit 10.17 on Form 10-Q for the
quarter ended March 31, 1998.

* To be filed by amendment

ITEMnotes thereto.
Item 17. (a)Undertakings.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrantRegistrant pursuant to the foregoing provisions, or otherwise, the registrantRegistrant has been advised that in the opinion of the Securities and Exchange
CommissionSEC such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrantRegistrant of expenses incurred or paid by a director, officer, or controlling person of the registrantRegistrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities beginbeing registered, the registrantRegistrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the
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question of whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

(b)
The undersigned Registrant hereby undertakes that:
1.
For purposes of determining any liability under the Securities Act, of
1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrantRegistrant pursuant to Rule 242(b)424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(C)

2.
For the purpose of determining any liability under the Securities Act,
of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 149

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Table of Contents

SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrantRegistrant has duly caused this registration statementRegistration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of
Minnesota,Princeton, New Jersey, on April,October 18, 2000.

NRG ENERGY, INC.

/s/ JAMES J. BENDER
By:
--------------------------------------

Vice President, General Counsel
and Secretary

2013.
NRG Energy, Inc.

By:

/s/ DAVID W. CRANE
Name: David W. Crane
Title: Chief Executive Officer

POWER OF ATTORNEY

KNOW BY ALL MEN THESE PRESENTS, that each
Each person whose signature appears below hereby constitutes and appoints Leonard A. BluhmDavid W. Crane, David R. Hill and James J. Bender, andBrian E. Curci, each or any of them, hissuch person's true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution for himsuch person and in hissuch person's name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement on Form S-1, including post-effective amendments or any abbreviated registration statement and any amendments thereto filed pursuant to Rule 462(b) increasing the number of securities for which registration is sought, and to file the same, with all exhibits thereto and other documents in connection therewith, including,
without limitation, any registration statement filed pursuant to Rule 462 under
the Securities Act of 1933, as amended, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisitenecessary or necessarydesirable to be done in and about the premises,connection therewith, as fully tofor all intents and purposes as he might or could do insuch person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents, or any of them or theirhis or histheir substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration
statementRegistration Statement has been signed on April 18, 2000 by the following persons in the respective capacities indicated opposite their names.

and on the dates indicated.

SIGNATURE TITLE DATE
--------- ----- ----

/s/
Signature Title Date

/s/ DAVID H. PETERSON W. CRANE
David W. Crane President, Chief Executive Officer and Director (Principal Executive Officer) October 18, 2013

/s/ KIRKLAND B. ANDREWS
Kirkland B. Andrews

Chief Financial Officer (Principal Financial Officer)

October 18, 2013

/s/ RONALD B. STARK
Ronald B. Stark

Chief Accounting Officer (Principal Accounting Officer)

October 18, 2013

/s/ HOWARD E. COSGROVE
Howard E. Cosgrove

Chairman of the Board President April

October 18, 2000
- --------------------------------------------- and Chief Executive Officer
David2013

/s/ EDWARD R. MULLER
Edward R. Muller

Vice Chairman of the Board

October 18, 2013
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Table of Contents
Signature Title Date

/s/ E. SPENCER ABRAHAM
E. Spencer Abraham Director October 18, 2013

Kirbyjon H. Peterson (Principal Executive Officer)

/s/ LEONARDCaldwell

Director

/s/ LAWRENCE S. COBEN
Lawrence S. Coben

Director

October 18, 2013

/s/ TERRY G. DALLAS
Terry G. Dallas

Director

October 18, 2013

/s/ WILLIAM E. HANTKE
William E. Hantke

Director

October 18, 2013

/s/ PAUL W. HOBBY
Paul W. Hobby

Director

October 18, 2013

/s/ GERALD LUTERMAN
Gerald Luterman

Director

October 18, 2013

Kathleen A. BLUHM Executive Vice President and Chief AprilMcGinty

Director

/s/ ANNE C. SCHAUMBURG
Anne C. Schaumburg

Director

October 18, 2000
- --------------------------------------------- Financial Officer (Principal
Leonard A. Bluhm Financial Officer)

/s/ DAVID E. RIPKA Controller (Principal Accounting April2013

/s/ EVAN J. SILVERSTEIN
Evan J. Silverstein

Director

October 18, 2000
- --------------------------------------------- Officer)
David E. Ripka

/s/ GARY2013

/s/ THOMAS H. WEIDEMEYER
Thomas H. Weidemeyer

Director

October 18, 2013

/s/ WALTER R. JOHNSON YOUNG
Walter R. Young

Director April

October 18, 2000
- ---------------------------------------------
Gary R. Johnson
2013
150

SIGNATURE TITLE DATE
--------- ----- ----

/s/ CYNTHIA L. LESHER Director April 18, 2000
- ---------------------------------------------
Cynthia L. Lesher

/s/ EDWARD J. MCINTYRE Director April 18, 2000
- ---------------------------------------------
Edward J. McIntyre
151

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EXHIBIT INDEX

EXHIBIT NO. DESCRIPTION
- ----------- -----------

1.1* Underwriting Agreement.
3.1 Certificate of Incorporation.(a)
3.2 By-Laws.(a)
4.1 Indenture, dated as of June 1, 1997, between the Company and
Norwest Bank Minnesota, National Association.(a)
4.2 Loan
Exhibit Number Description
2.1 Restructuring Support Agreement, dated June 4, 1999 between Northeast
Generating LLC,
Chase Manhattan BankOctober 2, 2013, by and Citibank, N.A.(b)
4.3 Indenture between the Company and Norwest Bank Minnesota,
National Association, as Trustee dated as of May 25,
1999.(c)
4.4 Indenture between the Company and NRG Northeast Generating
LLC and The Chase Manhattan Bank, as Trustee dated as of
February 22, 2000.(b)
4.5 NRG Energy Pass-Through Trust 2000-1, $250,000,000 8.70%
Remarketable or Redeemable Securities ("ROARS") due March
15, 2005.(b)
4.6 Trust Agreement between NRG Energy Inc. and The Bank of New
York, as Trustee, dated March 20, 2000.(b)
4.7 Indenture betweenamong NRG Energy, Inc. and the Bank of New York,
as Trustee dated March 20, 2000, 160,000,000 pounds sterling
Reset Senior Notes due March 15, 2000.(b)
4.8 Indenture between the Company and Norwest Bank Minnesota,
National Association as Trustee dated as of November 8,
1999.(d)
5.1* Opinion and Consent of Gibson, Dunn & Crutcher LLP,
regarding validity of Common Stock.
10.1 Employment Contract, dated as of June 28, 1995, between the
Company and
David H. Peterson.(a)
10.2 Indenture, dated as of January 31, 1996, between the Company
and Norwest Bank Minnesota, National Association, As
Trustee.(a)
10.3 Note Agreement, dated August 20, 1993, among the Company
Energy Center, Inc. and each of the purchasers named
therein.(a)
10.4 Master Shelf and Revolving Credit Agreement, dated August
20, 1993 among the Company Energy Center, Inc., The
Prudential Insurance Registrants of America and each
Prudential Affiliate which becomes partyundersigned noteholders thereto.(a)
10.5 Energy Agreement, dated February 12, 1988 between the
Company formerly known as Norenco Corporation) and Waldorf
Corporation (the "Energy Agreement").(a)
10.6 First Amendment to the Energy Agreement, dated August 27,
1993.(a)
10.7 Second Amendment to the Energy Agreement, dated August 27,
1993.(a)
10.8 Third Amendment to the Energy Agreement, dated August 27,
1993.(a)
10.9 Construction, Acquisition, and
2.2 Summary Term Loan Agreement,Sheet, dated September 2, 1997 by the among NEO Landfill Gas, Inc., as
Borrower, the lenders named on the signature pages, Credit
Lyonnais New York Branch, as Construction/Acquisition Agent
and Lyon Credit Corporation as Term Agent.(a)
10.10 Guaranty, dated September 12, 1997 by the Company in favor
of Credit Lyonnais New York Branch as agent for the
Construction/Acquisition Lenders.(a)
10.11 Construction, Acquisition, and Term Loan Agreement, dated
September 2, 19979, 2013, by and among Minnesota Methane LLC, as
Borrower,NRG Energy, Inc. and the lenders namedholders of senior unsecured notes of Edison Mission Energy that are signatories thereto (see Exhibit A to Exhibit 2.1 to this Registration Statement on the signature pages, Credit
Lyonnais New York Branch, as Construction/Acquisition Agent
and Lyon Credit Corporation as Term Agent.(a)
152

EXHIBIT NO. DESCRIPTION
- ----------- -----------

10.12 Guaranty, dated September 12, 1997 by the Company in favor
of Credit Lyonnais New York Branch as agent for the
Construction/Acquisition Lenders.(a)
10.13 Non Operating Interest AcquisitionForm S-1).
2.3 * Plan Sponsor Agreement, dated as of
September 12, 1997,October 18, 2013, by and among the Company and NEO Corporation.(a)
10.14 Employment Agreements between the Company and certain
officers dated as of April 15, 1998.(e)
10.15 Wholesale Standard Offer Service Agreement between
Blackstone Valley Electric Company, Eastern Edison Company,
Newport Electric Corporation and NRG Power Marketing,Energy, Inc., NRG Energy Holdings Inc., Edison Mission Energy, certain of Edison Mission Energy's debtor subsidiaries, the Official Committee of Unsecured Creditors of Edison Mission Energy and its debtor subsidiaries, the PoJo Parties (as defined therein) and the proponent noteholders thereto.
2.4 * Asset Purchase Agreement, dated October 13, 1998.(b)
10.16 Asset Sales Agreement18, 2013, by and between Niagara Mohawk Power
Corporationamong NRG Energy, Inc., Edison Mission Energy and NRG Energy Holdings Inc., dated December 23,
1998.(b)
10.17 First Amendment (see Exhibit A to Wholesale Standard Offer Service
Agreement between Blackstone Valley Electric Company,
Eastern Edison Company, Newport Electric CorporationExhibit 2.3 to this Registration Statement on Form S-1).
2.5 * Plan of Reorganization.
2.6 * Disclosure Statement.
5.1 * Form of Opinion of David R. Hill, Executive Vice President and NRG
Power Marketing, Inc., dated January 15, 1999.(b)
10.18 Generating Plant and Gas Turbine Asset Purchase and Sale
Agreement for the Arthur Kill generating plants and Astoria
gas turbines by and between Consolidated Edison CompanyGeneral Counsel of
New York, Inc., and NRG Energy, Inc., dated January 27,
1999.(b)
10.19 Transition Energy Sales Agreement between Arthur Kill Power
LLC and Consolidated Edison Company
21.1 Subsidiaries of New York, Inc., dated
June 1, 1999.(b)
10.20 Transition Power Purchase Agreement between Astoria Gas
Turbine Power LlC and Consolidated Edison Company of New
York, Inc., dated June 1, 1999.(b)
10.21 Transition Power Purchase Agreement between Niagara Mohawk
Power Corporation and Huntley Power LLC, dated June 11,
1999.(b)
10.22 Transition Power Purchase Agreement between Niagara Mohawk
Power Company and Dunkirk Power LLC, dated June 11, 1999.(b)
10.23 Power Purchase Agreement between Niagara Mohawk Power
Corporation and Dunkirk Power LLC, dated June 11, 1999.(b)
10.24 Power Purchase Agreement between Niagara Mohawk Power
Corporation and Huntley Power LLC, dated June 11, 1999.(b)
10.25 Amendment to the Asset Sales Agreement by and between
Niagara Mohawk Power Corporation and NRG Energy, Inc., dated
June 11, 1999.(b)
10.26 Transition Capacity Agreement between Astoria Gas Turbine
Power LLC and Consolidated Edison Company (incorporated herein by reference to NRG Energy's Registration Statement on Form S-4 filed on March 22, 2013).
23.1 Consent of New York,KPMG LLP, Independent Registered Public Accounting Firm for NRG Energy, Inc.,
dated June 25, 1999.(b)
10.27 Transition Capacity Agreement between Arthur Kill Power LLC
and Consolidated Edison Company of New York, Inc., dated
June 25, 1999.(b)
10.28 First Amendment to the Employment Agreement of David H.
Peterson, dated June 27, 1999.(b)
10.29 Second Amendment to the Employment Agreement of David H.
Peterson, dated August 26, 1999.(b)
10.30 Third Amendment to the Employment Agreement of David H.
Peterson, dated October 20, 1999.(b)
10.31 Swap Master Agreement between Niagara Mohawk Power
Corporation and
NRG Power Marketing, Inc., dated June 11, 1999.(b)
10.32 Standard Offer Service Wholesale Sales Agreement between the
Connecticut Light and Power Company and NRG Power Marketing,
Inc., dated October 29, 1999.(b)
153

EXHIBIT NO. DESCRIPTION
- ----------- -----------

10.33 364-day Revolving Credit Agreement among the Company and The
Financial Institutions party thereto, and ABN-AMRO Bank,
N.V., as Agent, dated as of March 10, 2000.(b)
10.34 Amended Agreement for the Sale of Thermal Energy between
Northern States Power and Norenco Corporation, dated January
1, 1983.
10.35 Operations and Maintenance Agreement between Northern States
Power and NRG, dated November 1, 1996.
10.36 Agreement for the Sale of Thermal Energy and Wood Byproduct
between Northern States Power and Norenco Corporation, dated
December 1, 1986.
10.37 Federal and State Income Tax Sharing Agreement between
Northern States Power Company and NRG Group, Inc. dated
April 4, 1991.
10.38 Support Agreement between Northern State Power Company and
CitiCorp USA Inc., dated March 27, 2000.
10.39 Administrative Services Agreement between Northern States
Power Company and NRG Thermal Corporation, dated January 1,
1992.
21.1 Subsidiaries of NRG.
23.1
23.2 Consent of PricewaterhouseCoopers LLP.
23.2 LLP, Independent Registered Public Accounting Firm of Edison Mission Energy.
23.3 * Consent of Gibson, Dunn & Crutcher LLP (includedDavid R. Hill, Executive Vice President and General Counsel of NRG Energy, Inc. (to be included in Exhibit 5.1).
24.1 Power of Attorney (included on the signature page)page hereto).
27.1 Financial Data Schedule.

- ---------------

(a) Incorporated herein by reference to the Registrant's Registration Statement
on Form S-1, as amended, File No. 333-33397.

(b) Incorporated herein by reference to the Company's current report on Form
10-K for the year ended December 31, 1999.

(d) Incorporated herein by reference to Exhibit 4.1 to the Company's current
report on Form 8-K dated November 16, 1999.

(e) Incorporated herein by reference to Exhibit 10.17 on Form 10-Q for the
quarter ended March 31, 1998.

*
To be filed by amendment

~~amendment.~~


Delaware (State or other jurisdiction of ~~(Primary Standard Industrial (I.R.S. Employer Identification~~ incorporation or organization)		4911 (Primary Standard Industrial Classification Code Number) ~~No.)~~		41-1724239 (I.R.S. Employer Identification Number)


Large accelerated filer ý		Accelerated filer o		Non-accelerated filer o (Do not check if a smaller reporting company)		Smaller reporting company o

		Page

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS			ii
PROSPECTUS SUMMARY			1
RISK FACTORS			8
PLAN OF DISTRIBUTION			25
USE OF PROCEEDS			27
DIVIDEND POLICY			27
PRO FORMA FINANCIAL STATEMENTS			28
DESCRIPTION OF OUR CAPITAL STOCK			35
LEGAL MATTERS			38
EXPERTS			38
INCORPORATION BY REFERENCE			39
WHERE YOU CAN FIND MORE INFORMATION			40

	Fossil Fuel, Nuclear and Renewable (in MW)

Generation Type	Texas		East		South Central		West		Alternative Energy			NRG Yield(a)		Total Domestic			Other (International)		Total Global
Natural Gas		5,539		7,651		3,817		6,504		—			843		24,354			—		24,354
Coal		4,193		7,515		1,496		—		—			—		13,204			605		13,809
Oil(b)		—		5,499		—		—		—			190		5,689			—		5,689
Nuclear		1,176		—		—		—		—			—		1,176			—		1,176
Wind		—		—		—		—		347			101		448			—		448
Utility scale solar		—		—		—		—		383			243		626			—		626
Distributed solar		—		—		—		—		37			10		47			—		47

Total generation capacity		10,908		20,665		5,313		6,504		767			1,387		45,544			605		46,149

Capacity attributable to noncontrolling interest		—		—		—		—		(136	)		—		(136	)		—		(136	)
Total net generation capacity		10,908		20,665		5,313		6,504		631			1,387		45,408			605		46,013

*Under Construction*
Natural gas		—		—		—		275		—			—		275			—		275
Utility scale solar		—		—		—		—		459			60		529			—		529
Distributed solar		—		—		—		—		5			—		5			—		5

Total under construction		—		—		—		275		474			60		809			—		809

Capacity attributable to noncontrolling interest		—		—		—		—		(200	)		—		(200	)		—		(200	)
Total net under construction		—		—		—		275		274			60		609			—		609


Issuer		NRG Energy, Inc.
Common stock we are registering		12,671,977 shares, valued at $27.62 per share. See the section entitled "Plan of Distribution" beginning on page 25.
Common stock outstanding prior to the registration		323,327,568 shares
Common stock to be outstanding after the registration		335,999,545 shares(1)
Use of proceeds		Because this is not an offering for cash, we will not receive any proceeds from the issuance of our common stock.
Distribution of shares		The shares of common stock will be issued to EME, which will distribute such shares to unsecured creditors of EME pursuant to the Plan. See the section entitled "Plan of Distribution" beginning on page 25.
Distribution ratio		EME will distribute to the unsecured creditors of EME a pro rata portion of the newly issued shares of NRG common stock.
Distribution date		, 2014
Transfer Agent		Computershare Limited
Risk factors		See the section entitled "Risk Factors" beginning on page 8 and other information included in this prospectus for a discussion of factors that you should consider carefully.

	Six Months Ended June 30,					Year Ended December 31,

	2013			2012		2012(a)		2011(b)		2010		2009		2008
	(unaudited)					(in millions, except per share data)
Statement of Income Data:
Total operating revenues	$	5,010		$	4,028	$	8,422	$	9,079	$	8,849	$	8,952	$	6,885
Total operating costs and expenses, and other expenses		5,410			4,108		8,170		9,725		8,119		7,283		5,119
Income from continuing operations, net		(190	)		53		579		197		476		941		1,053
Income from discontinued operations, net		—			—		—		—		—		—		172
Net income attributable to NRG Energy, Inc.	$	(198	)	$	44	$	559	$	197	$	477	$	942	$	1,225

Per Share Data:
Income (loss) attributable to NRG from continuing operations—basic	$	(0.63	)	$	0.17	$	2.37	$	0.78	$	1.86	$	3.70	$	4.25
Income attributable to NRG from continuing operations—diluted		(0.63	)		0.17		2.35		0.78		1.84		3.44		3.80
Net income attributable to NRG—basic		(0.63	)		0.17		2.37		0.78		1.86		3.70		4.98
Net income attributable to NRG—diluted		(0.63	)		0.17		2.35		0.78		1.84		3.44		4.43
Cash dividends per common share		0.21			—		0.18		—		—		—		—
Balance Sheet Data:
Current assets	$	6,943		$	7,255	$	7,956	$	7,749	$	7,137	$	6,208	$	8,492
Current liabilities		4,411			5,698		4,677		5,861		4,220		3,762		6,581
Property, plant and equipment, net		20,454			15,318		20,268		13,621		12,517		11,564		11,545
Total assets		34,492			27,856		35,128		26,900		26,896		23,378		24,808
Long-term debt, including current maturities, capital leases, and funded letter of credit		16,626			10,556		15,883		9,832		10,511		8,418		8,161
Total stockholders' equity	$	10,303		$	7,903	$	10,533	$	7,669	$	8,072	$	7,697	$	7,123

	NRG Energy, Inc. Historical			Edison Mission Energy Historical			Pro Forma Adjustments			Pro Forma Combined

	(in millions, except share and per share data)
Operating revenues
Total operating revenues	$	5,010		$	622		$	(14)	(a)	$	5,618
Operating Costs and Expenses
Cost of operations		3,824			526			—			4,350
Depreciation and amortization		603			138			(57)	(b)		684
Selling, general and administrative		442			68			—			510
Acquisition-related transaction and integration costs		69			—			—			69
Development activity expense		36			—			—			36

Total operating costs and expenses		4,974			732			(57	)		5,649
Operating Income/(Loss)		36			(110	)		43			(31	)
Other Income/(Expense)
Equity in earnings of unconsolidated affiliates		11			12			—			23
Other income, net		4			1			—			5
Loss on debt extinguishment		(49	)		—			—			(49	)
Interest expense		(402	)		(39	)		(25)	(c)		(466	)

Total other income / (expense)		(436	)		(26	)		(25	)		(487	)

Loss From Continuing Operations Before Income Taxes		(400	)		(136	)		18			(518	)
Reorganization items, net		—			75			—			75
Income tax benefit		(210	)		(28	)		(7)	(d)		(245	)

Loss From Continuing Operations		(190	)		(183	)		25			(348	)

Income (Loss) Per Share From Continuing Operations
Weighted average number of common shares outstanding—basic		323									336
Income (Loss) from Continuing Operations per share—basic	$	(0.59	)							$	(1.04	)

Weighted average number of common shares outstanding—diluted		323									336
Income (Loss) from Continuing Operations per share—diluted	$	(0.59	)							$	(1.04	)

		Edison Mission Energy Historical(e)

		(in millions)
*ASSETS*
Current Assets
Cash and cash equivalents	1,368		1,056	(1,585)	(f)	839
Funds deposited by counterparties	134		—			134
Restricted cash	267		14			281
Accounts receivable—trade, net	1,290		92			1,382
Inventory	874		121			995
Derivative instruments valuation	1,853		41			1,894
Deferred income taxes	10		—			10
Cash Collateral paid in support of energy risk mgmt activities	387		89			476
Renewable energy grant receivable	345		—			345
Prepayments and Other Current Assets	415		54			469

Total current assets	6,943		1,467	(1,585	)	6,825
Property, Plant and Equipment
Property, plant and equipment, net of accumulated depreciation	20,454		4,465	(1,873)	(g)	23,046
Other Assets
Equity investments in affiliates	639		522			1,161
Notes receivable, less current portion	70		—			70
Goodwill	1,954		—			1,954
Intangible assets, net of accumulated amortization	1,120		—			1,120
Nuclear decommissioning trust	503		—			503
Derivative instruments	587		22			609
Deferred income taxes	1,644		—			1,644
Other non-current assets	578		1,049			1,627

Total other assets	7,095		1,593	—		8,688

Total Assets	34,492		7,525	(3,458	)	38,559

			Edison Mission Energy Historical(e)

			(in millions)
*LIABILITIES AND STOCKHOLDERS' EQUITY*
Current Liabilities
Current portion of long-term debt and capital leases	737			118				855
Accounts payable	1,196			75				1,271
Payable to affiliates	—			32				32
Derivative instruments valuation	1,512			—				1,512
Cash collateral received in support of energy risk mgmt activities	134			—				134
Accrued expenses and other current liabilities	832			343				1,175

Total current liabilities	4,411			568		—		4,979
Other Liabilities
Long-term debt and capital leases	15,889			5,104		(3,000)	(h)	17,993
Nuclear decommissioning reserve	287			—				287
Nuclear decommissioning trust liability	287			—				287
Deferred revenues	—			519		(519)	(i)	—
Deferred income taxes	47			82				129
Derivative instruments	420			68				488
Out of market commodity contracts	1,182			—				1,182
Other non current liabilities	1,417			505				1,922

Total non-current liabilities	19,529			6,278		(3,519	)	22,288
Total Liabilities	23,940			6,846		(3,519	)	27,267
Preferred Stock Mezzanine	249			—				249
Stockholders' Equity
Common stock	4			64		(64)	(j)	4
Additional paid-in capital	7,615			1,104		(754)	(j)(k)	7,965
Retained earnings	4,179			(770	)	770	(j)	4,179
Less treasury stock, at cost	(1,944	)		—				(1,944	)
Accumulated other comprehensive income	(118	)		(109	)	109	(j)	(118	)
Noncontrolling Interest	567			390				957

Total Stockholders' Equity	10,303			679		61		11,043

Total Liabilities and Stockholders' Equity	34,492			7,525		(3,458	)	38,559

	(in millions)

Cash and cash equivalents	$	1,585
Senior notes to be issued		700
Common stock issued in this offering		350

	$	2,635

Item	Amount to be paid

SEC registration fee	$	45,080
The New York Stock Exchange fee			*
Legal fees and expenses			*
Accounting fees and expenses			*
Transfer Agent fees and expenses			*
Miscellaneous expenses			*

Total	$		*

Signature	Title	Date


/s/ DAVID ~~H. PETERSON~~ W. CRANE David W. Crane	President, Chief Executive Officer and Director (Principal Executive Officer)	October 18, 2013
/s/ KIRKLAND B. ANDREWS Kirkland B. Andrews	Chief Financial Officer (Principal Financial Officer)	October 18, 2013
/s/ RONALD B. STARK Ronald B. Stark	Chief Accounting Officer (Principal Accounting Officer)	October 18, 2013
/s/ HOWARD E. COSGROVE Howard E. Cosgrove	Chairman of the Board ~~President April~~	October 18, ~~2000 - --------------------------------------------- and Chief Executive Officer David~~2013
/s/ EDWARD R. MULLER Edward R. Muller	Vice Chairman of the Board	October 18, 2013

Exhibit Number			Description

	2.1		Restructuring Support Agreement, dated ~~June 4, 1999 between Northeast Generating LLC, Chase Manhattan Bank~~October 2, 2013, by and Citibank, N.A.(b) 4.3 Indenture between the Company and Norwest Bank Minnesota, National Association, as Trustee dated as of May 25, 1999.(c) 4.4 Indenture between the Company and NRG Northeast Generating LLC and The Chase Manhattan Bank, as Trustee dated as of February 22, 2000.(b) 4.5 NRG Energy Pass-Through Trust 2000-1, $250,000,000 8.70% Remarketable or Redeemable Securities ("ROARS") due March 15, 2005.(b) 4.6 Trust Agreement between NRG Energy Inc. and The Bank of New York, as Trustee, dated March 20, 2000.(b) 4.7 Indenture betweenamong NRG Energy, Inc. and the Bank of New York, as Trustee dated March 20, 2000, 160,000,000 pounds sterling Reset Senior Notes due March 15, 2000.(b) 4.8 Indenture between the Company and Norwest Bank Minnesota, National Association as Trustee dated as of November 8, 1999.(d) 5.1* Opinion and Consent of Gibson, Dunn & Crutcher LLP, regarding validity of Common Stock. 10.1 Employment Contract, dated as of June 28, 1995, between the Company and David H. Peterson.(a) 10.2 Indenture, dated as of January 31, 1996, between the Company and Norwest Bank Minnesota, National Association, As Trustee.(a) 10.3 Note Agreement, dated August 20, 1993, among the Company Energy Center, Inc. and each of the purchasers named therein.(a) 10.4 Master Shelf and Revolving Credit Agreement, dated August 20, 1993 among the Company Energy Center, Inc., The Prudential Insurance Registrants of America and each Prudential Affiliate which becomes partyundersigned noteholders thereto.(a) 10.5 Energy Agreement, dated February 12, 1988 between the Company formerly known as Norenco Corporation) and Waldorf Corporation (the "Energy Agreement").(a) 10.6 First Amendment to the Energy Agreement, dated August 27, 1993.(a) 10.7 Second Amendment to the Energy Agreement, dated August 27, 1993.(a) 10.8 Third Amendment to the Energy Agreement, dated August 27, 1993.(a) 10.9 Construction, Acquisition, and

	2.2		Summary Term ~~Loan Agreement,~~Sheet, dated September 2, 1997 by the among NEO Landfill Gas, Inc., as Borrower, the lenders named on the signature pages, Credit Lyonnais New York Branch, as Construction/Acquisition Agent and Lyon Credit Corporation as Term Agent.(a) 10.10 Guaranty, dated September 12, 1997 by the Company in favor of Credit Lyonnais New York Branch as agent for the Construction/Acquisition Lenders.(a) 10.11 Construction, Acquisition, and Term Loan Agreement, dated September 2, 19979, 2013, by and among ~~Minnesota Methane LLC, as Borrower,~~NRG Energy, Inc. and the ~~lenders named~~holders of senior unsecured notes of Edison Mission Energy that are signatories thereto (see Exhibit A to Exhibit 2.1 to this Registration Statement on ~~the signature pages, Credit Lyonnais New York Branch, as Construction/Acquisition Agent and Lyon Credit Corporation as Term Agent.(a)~~


2.3	*	Plan Sponsor Agreement, dated ~~as of September 12, 1997,~~October 18, 2013, by and among the Company and NEO Corporation.(a) 10.14 Employment Agreements between the Company and certain officers dated as of April 15, 1998.(e) 10.15 Wholesale Standard Offer Service Agreement between Blackstone Valley Electric Company, Eastern Edison Company, Newport Electric Corporation and NRG ~~Power Marketing,~~Energy, Inc., NRG Energy Holdings Inc., Edison Mission Energy, certain of Edison Mission Energy's debtor subsidiaries, the Official Committee of Unsecured Creditors of Edison Mission Energy and its debtor subsidiaries, the PoJo Parties (as defined therein) and the proponent noteholders thereto.

2.4	*	Asset Purchase Agreement, dated October ~~13, 1998.(b) 10.16 Asset Sales Agreement~~18, 2013, by and ~~between Niagara Mohawk Power Corporation~~among NRG Energy, Inc., Edison Mission Energy and NRG Energy Holdings Inc.~~, dated December 23, 1998.(b) 10.17 First Amendment~~ (see Exhibit A to ~~Wholesale Standard Offer Service Agreement between Blackstone Valley Electric Company, Eastern Edison Company, Newport Electric Corporation~~Exhibit 2.3 to this Registration Statement on Form S-1).

2.5	*	Plan of Reorganization.

2.6	*	Disclosure Statement.

5.1	*	Form of Opinion of David R. Hill, Executive Vice President and NRG Power Marketing, Inc., dated January 15, 1999.(b) 10.18 Generating Plant and Gas Turbine Asset Purchase and Sale Agreement for the Arthur Kill generating plants and Astoria gas turbines by and between Consolidated Edison CompanyGeneral Counsel of ~~New York, Inc., and~~ NRG Energy, Inc.~~, dated January 27, 1999.(b) 10.19 Transition Energy Sales Agreement between Arthur Kill Power LLC and Consolidated Edison Company~~

21.1		Subsidiaries of New York, Inc., dated June 1, 1999.(b) 10.20 Transition Power Purchase Agreement between Astoria Gas Turbine Power LlC and Consolidated Edison Company of New York, Inc., dated June 1, 1999.(b) 10.21 Transition Power Purchase Agreement between Niagara Mohawk Power Corporation and Huntley Power LLC, dated June 11, 1999.(b) 10.22 Transition Power Purchase Agreement between Niagara Mohawk Power Company and Dunkirk Power LLC, dated June 11, 1999.(b) 10.23 Power Purchase Agreement between Niagara Mohawk Power Corporation and Dunkirk Power LLC, dated June 11, 1999.(b) 10.24 Power Purchase Agreement between Niagara Mohawk Power Corporation and Huntley Power LLC, dated June 11, 1999.(b) 10.25 Amendment to the Asset Sales Agreement by and between Niagara Mohawk Power Corporation and NRG Energy, Inc.~~, dated June 11, 1999.(b) 10.26 Transition Capacity Agreement between Astoria Gas Turbine Power LLC and Consolidated Edison Company~~ (incorporated herein by reference to NRG Energy's Registration Statement on Form S-4 filed on March 22, 2013).

23.1		Consent of ~~New York,~~KPMG LLP, Independent Registered Public Accounting Firm for NRG Energy, Inc., dated June 25, 1999.(b) 10.27 Transition Capacity Agreement between Arthur Kill Power LLC and Consolidated Edison Company of New York, Inc., dated June 25, 1999.(b) 10.28 First Amendment to the Employment Agreement of David H. Peterson, dated June 27, 1999.(b) 10.29 Second Amendment to the Employment Agreement of David H. Peterson, dated August 26, 1999.(b) 10.30 Third Amendment to the Employment Agreement of David H. Peterson, dated October 20, 1999.(b) 10.31 Swap Master Agreement between Niagara Mohawk Power Corporation and NRG Power Marketing, Inc., dated June 11, 1999.(b) 10.32 Standard Offer Service Wholesale Sales Agreement between the Connecticut Light and Power Company and NRG Power Marketing, Inc., dated October 29, 1999.(b)


23.2		Consent of PricewaterhouseCoopers ~~LLP. 23.2~~ LLP, Independent Registered Public Accounting Firm of Edison Mission Energy.

23.3	*	Consent of ~~Gibson, Dunn & Crutcher LLP (included~~David R. Hill, Executive Vice President and General Counsel of NRG Energy, Inc. (to be included in Exhibit 5.1).

24.1		Power of Attorney (included on the signature ~~page)~~page hereto). ~~27.1 Financial Data Schedule.~~

NRG Energy, Inc.

/s/ DAVID W. CRANE

David W. Crane

Chief Executive Officer